UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-3445
NAME OF REGISTRANT: The Merger Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Westchester Capital Management,
LLC
100 Summit Lake Drive
Valhalla, NY 10595
NAME AND ADDRESS OF AGENT FOR SERVICE: Bruce Rubin
The Merger Fund
100 Summit Lake Drive
Valhalla, NY 10595
REGISTRANT'S TELEPHONE NUMBER: (914)741-5600
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2019 - 06/30/2020
THE MERGER FUND
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GORDON POINTE ACQUISITION CORP Agenda Number: 935055524
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Security: 382788107
Meeting Type: Special
Meeting Date: 26-Jul-2019
Ticker: GPAQ
ISIN: US3827881075
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Amended and Restated Certificate
of Incorporation to extend the date by
which the Company must consummate a
business combination from July 30, 2019 to
October 31, 2019, plus an option for the
Company to further extend such date up to
three times, each by an additional 30 days.
2. Trust Amendment: Proposal to amend the Mgmt For For
Investment Management Trust Agreement,
dated as of January 24, 2018, between the
Company and Continental Stock Transfer &
Trust Company ("Continental"), to extend
the date on which Continental must
liquidate the Trust Account established in
connection with the Company's initial
public offering if the Company has not
completed a business combination from July
30, 2019 to October 31, 2019, plus an
option for the Company to further extend
such date up to three times, each by an
additional 30 days.
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GORDON POINTE ACQUISITION CORP Agenda Number: 935120799
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Security: 382788107
Meeting Type: Special
Meeting Date: 24-Jan-2020
Ticker: GPAQ
ISIN: US3827881075
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Amended and Restated Certificate
of Incorporation, as previously amended, to
extend the date by which the Company must
consummate a business combination from
January 29, 2020 to February 29, 2020, plus
an option for the Company to further extend
such date for an additional 30 days.
2. Trust Amendment: Proposal to amend the Mgmt For For
Investment Management Trust Agreement,
dated as of January 24, 2018, between the
Company and Continental Stock Transfer &
Trust Company ("Continental"), to extend
the date on which Continental must
liquidate the Trust Account established in
connection with the Company's initial
public offering if the Company has not
completed a business combination from
January 29, 2020 to February 29, 2020, plus
an option for the Company to further extend
such date for an additional 30 days.
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GORDON POINTE ACQUISITION CORP Agenda Number: 935135966
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Security: 382788107
Meeting Type: Special
Meeting Date: 25-Mar-2020
Ticker: GPAQ
ISIN: US3827881075
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
approve an Agreement and Plan of Merger,
(a) GPAQ Acquiror Merger Sub, Inc.
("Acquiror Merger Sub"), a wholly owned
subsidiary of GPAQ Acquisition Holdings,
Inc., a Delaware corporation and
wholly-owned subsidiary of GPAQ
("Holdings"), will be merged with and into
GPAQ, with GPAQ continuing as the surviving
entity and a wholly-owned subsidiary of
Holdings, and (b) GPAQ Company Merger Sub,
LLC, a wholly-owned subsidiary of Holdings
("Company Merger sub") will be merged with
and into HOF Village Newco, LLC
2. Changing the name of Holdings to "Hall of Mgmt For For
Fame Resort & Entertainment Company".
3. Having a single class of common stock and Mgmt For For
an authorized 100,000,000 shares of common
stock.
4. Fixing the number of directors of Holdings Mgmt For For
at eleven, subject to change by resolution
adopted by the affirmative vote of at least
a majority of the board of directors then
in office.
5. Dividing the board of directors of Holdings Mgmt For For
into three classes with staggered
three-year terms.
6. Providing that the Court of Chancery of the Mgmt For For
State of Delaware or, if such court does
not have subject matter jurisdiction
thereof, another state or federal court
located within the State of Delaware, shall
be the exclusive forum for certain actions
and claims.
7. Removing various provisions applicable only Mgmt For For
to special purpose acquisition corporations
contained in GPAQ's current amended and
restated certificate of incorporation (such
as the obligation to dissolve and liquidate
if a business combination is not
consummated in a certain period of time).
8. Conditioned upon the approval of Proposals Mgmt For For
No. 2 through 7, a proposal to approve the
proposed Amended and Restated Certificate
of Incorporation of Holdings as a whole,
which includes the approval of all other
changes in the proposed Amended and
Restated Certificate of Incorporation as of
the closing of the business combination.
9. The Incentive Plan Proposal -To approve and Mgmt For For
adopt the GPAQ Acquisition Holdings, Inc.
2020 Omnibus Incentive Plan.
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ACT II GLOBAL ACQUISITION CORP Agenda Number: 935222341
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Security: G0080J104
Meeting Type: Special
Meeting Date: 24-Jun-2020
Ticker: ACTT
ISIN: KYG0080J1040
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
E1. The Business Combination Proposal - To Mgmt For For
approve by ordinary resolution and adopt
the purchase agreement, dated as of
December 19, 2019 and as amended on
February 12, 2020 ("Purchase Agreement"),
by and among Act II, Flavors Holdings Inc.
("Flavors Holdings"), MW Holdings I LLC
("MW Holdings I"), MW Holdings III LLC ("MW
Holdings III") and Mafco Foreign Holdings,
Inc. (together with Flavors Holdings, MW
Holdings I and MW Holdings III, "Sellers"),
& for purposes of Amendment No. 2 to the
Purchase Agreement, Project Taste
Intermediate LLC.
E2. The Domestication Proposal - To approve by Mgmt For For
special resolution, the change of Act II's
jurisdiction of incorporation by
deregistering as an exempted company in the
Cayman Islands and continuing and
domesticating as a corporation incorporated
under the laws of the State of Delaware
(the "Domestication").
E3. Organizational Documents Proposal - To Mgmt For For
approve by special resolution, the
following material differences between Act
II's Amended and Restated Memorandum and
Articles of Association and the proposed
new certificate of incorporation and the
proposed new bylaws of Act II Global
Acquisition Corp., which will be renamed
"Whole Earth Brands, Inc." in connection
with the Business Combination (Act II after
the Domestication, including after such
change of name, is referred to herein as
"Whole Earth Brands, Inc.").
E4. The Stock Issuance Proposal - To approve by Mgmt For For
ordinary resolution, for the purposes of
complying with the applicable provisions of
Nasdaq Listing Rule 5635, the issuance of
shares of Whole Earth Brands, Inc. common
stock to the Sellers in connection with the
Business Combination and any person or
entity in connection with any incremental
equity issuances, to the extent such
issuances would require a shareholder vote
under Nasdaq Listing Rule 5635.
E5. The Incentive Award Plan Proposal - To Mgmt For For
approve by ordinary resolution, the Whole
Earth Brands, Inc. 2020 Long-Term Incentive
Award Plan.
E6. The Adjournment Proposal - To approve the Mgmt For For
adjournment of the Shareholders Meeting to
a later date or dates, if necessary, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for the approval of one
or more proposals at the Shareholders
Meeting.
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ACT II GLOBAL ACQUISITION CORP Agenda Number: 935222353
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Security: G0080J120
Meeting Type: Special
Meeting Date: 24-Jun-2020
Ticker: ACTTW
ISIN: KYG0080J1206
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S1. The Warrant Amendment Proposal - To approve Mgmt For For
and adopt an amendment (the "Warrant
Amendment") to the warrant agreement that
governs all of Act II's outstanding
warrants to provide that, immediately prior
to the consummation of the Business
Combination (as defined in the proxy
statement/prospectus).
S2. The Warrant Holders Adjournment Proposal - Mgmt For For
To approve a proposal to adjourn the
Warrant Holders Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if it is
determined by Act II that more time is
necessary or appropriate to approve the
Warrant Amendment Proposal.
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ADVANCED DISPOSAL SERVICES INC. Agenda Number: 935089309
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Security: 00790X101
Meeting Type: Annual
Meeting Date: 20-Nov-2019
Ticker: ADSW
ISIN: US00790X1019
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Richard Burke Mgmt For For
Michael Koen Mgmt For For
B. Clyde Preslar Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the fiscal year
ending December 31, 2019.
3. Approval, on an advisory basis, of our Mgmt For For
named executive officer compensation.
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AKAZOO S A Agenda Number: 935135396
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Security: L0164E108
Meeting Type: Special
Meeting Date: 17-Mar-2020
Ticker: SONG
ISIN: LU2040453305
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2. Approval of the omnibus equity incentive Mgmt For For
plan.
3. Increase of the number of directors of the Mgmt For For
Company from seven to nine and appointment
of Asit Mehra and Colin Miles as new
directors of the Company for a period
ending at the annual general meeting of the
shareholders approving the annual accounts
for the financial year ending on 31
December 2019.
4. Removal of Crowe U.K. LLP as the Company's Mgmt For For
statutory auditor (commissaire), without
cause.
5. Appointment of BDO Audit S.A. as the Mgmt For For
Company's independent auditor (reviseur
d'entreprises agree) for a period ending at
the annual general meeting of the
shareholders approving the annual accounts
for the financial year ending on 31
December 2019.
6. Authorization to the Company's board of Mgmt For For
directors (or an agent, including without
limitation, the Company's CEO or CFO, to be
appointed by the board of directors for
this purpose) to cause the Company to
repurchase shares in the Company from time
to time.
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AKAZOO S A Agenda Number: 935134786
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Security: L0164E108
Meeting Type: Special
Meeting Date: 17-Mar-2020
Ticker: SONG
ISIN: LU2040453305
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Addition of new paragraph 6.12 to article 6 Mgmt For For
of the Company's articles of association.
2. Amendment of paragraph 8.3 of article 8 of Mgmt For For
the Company's articles of association.
3. Addition of new paragraph 8.5 to article 8 Mgmt For For
of the Company's articles of association.
4. Amendment of paragraph 9.6 of article 9 of Mgmt For For
the Company's articles of association.
5. Amendment of paragraph 9.7 of article 9 of Mgmt For For
the Company's articles of association.
6. Addition of new paragraph 9.8 to article 9 Mgmt For For
of the Company's articles of association.
7. Addition of new paragraph 9.9 to article 9 Mgmt For For
of the Company's articles of association.
8. Amendment of paragraph 20.5 of article 20 Mgmt For For
of the Company's articles of association.
9. Ratification of all convening and holding Mgmt For For
procedures and formalities with respect to
the Special General Meeting and the
Extraordinary General Meeting.
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ALBERTON ACQUISITION CORP. Agenda Number: 935104365
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Security: G35006108
Meeting Type: Annual
Meeting Date: 21-Jan-2020
Ticker: ALAC
ISIN: VGG350061088
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Bin (Ben) Wang Mgmt For For
Guan Wang Mgmt For For
Harry Edelson Mgmt For For
John W. Allen Mgmt For For
Howard Jiang Mgmt For For
2. To ratify the appointment of Friedman LLP Mgmt For For
("Friedman") as the Company's independent
registered public accounting firm to audit
the Company's financial statements for the
fiscal year ended December 31, 2018 and the
fiscal year then ending December 31, 2019.
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ALBERTON ACQUISITION CORP. Agenda Number: 935179956
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Security: G35006108
Meeting Type: Special
Meeting Date: 23-Apr-2020
Ticker: ALAC
ISIN: VGG350061088
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: To amend the Company's Mgmt For For
memorandum and articles of association, to
extend the date before which the Company
must complete a business combination
("Termination Date") from April 27, 2020
("Current Termination Date") to October 26,
2020 or such earlier date as determined by
the Board ("Extended Termination Date"),
and if the Company has not completed a
business combination would similarly be
extended by amending the M&A to include an
additional regulation 47.15 in Articles of
Association in the form set forth in Annex
A.
1A. Intention to Exercise Redemption Rights: If Mgmt Take No Action
you intend to exercise your redemption
rights, please check for box. Checking for
box, however, is not sufficient to exercise
your redemption rights. You must comply
with the procedures set forth in the proxy
statement under the heading "The Special
Meeting - -Redemption Rights."
1B. Shareholder Certification: I hereby certify Mgmt Take No Action
that I am not acting on concert or as a
"group" (as defined in Section 13(d) (3) of
the Securities Exchange Act of 1934, as
amended), with any other stockholder of the
Company owned by me in connection with the
Business Combination Proposal.
2. Adjournment of the Special Meeting: To Mgmt For For
direct the chairman of the special meeting
to adjourn the special meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies
if, based upon the tabulated vote at the
time of the Meeting, there are not
sufficient votes to approve the foregoing
proposal.
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ALLERGAN PLC Agenda Number: 935082305
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Security: G0177J108
Meeting Type: Special
Meeting Date: 14-Oct-2019
Ticker: AGN
ISIN: IE00BY9D5467
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. COURT MEETING: Approve the scheme of Mgmt For For
arrangement.
2. Extraordinary General Meeting: Approve the Mgmt For For
scheme of arrangement and authorize the
directors of Allergan plc to take all such
actions as they consider necessary or
appropriate for carrying the scheme of
arrangement into effect.
3. Extraordinary General Meeting: Approve the Mgmt For For
cancellation of any Allergan plc ordinary
shares in issue at 11:59 p.m., Irish time,
on the day before the Irish High Court
hearing to sanction the scheme (excluding,
in any case, any Allergan plc ordinary
shares which are held from time to time by
AbbVie Inc., Acquirer Sub (as defined in
the scheme of arrangement) or any other
subsidiary of AbbVie Inc., if any).
4. Extraordinary General Meeting: Authorize Mgmt For For
the directors of Allergan plc to allot and
issue new Allergan plc shares, fully paid
up, to Acquirer Sub and/or its nominee(s)
in connection with effecting the scheme.
5. Extraordinary General Meeting: Amend the Mgmt For For
articles of association of Allergan plc so
that any ordinary shares of Allergan plc
that are issued on or after the Voting
Record Time (as defined in the scheme of
arrangement) to persons other than Acquirer
Sub or its nominees will either be subject
to the terms of the scheme or will be
immediately and automatically acquired by
Acquirer Sub and/or its nominee(s) for the
scheme consideration.
6. Extraordinary General Meeting: Approve, on Mgmt For For
a non-binding, advisory basis, specified
compensatory arrangements between Allergan
plc and its named executive officers
relating to the transaction.
7. Extraordinary General Meeting: Approve any Mgmt For For
motion by the Chairman to adjourn the
extraordinary general meeting, or any
adjournments thereof, to solicit additional
proxies in favor of the approval of the
resolutions if there are insufficient votes
at the time of the extraordinary general
meeting to approve resolutions 2 through 5.
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AMCI ACQUISITION CORP Agenda Number: 935208327
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Security: 00165R101
Meeting Type: Special
Meeting Date: 15-May-2020
Ticker: AMCI
ISIN: US00165R1014
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination from May 20, 2020 to October
20, 2020 or such earlier date as determined
by the board of directors.
2. Adjournment Proposal: Adjourn the Special Mgmt For For
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of Proposal
1.
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AMERIGAS PARTNERS, L.P. Agenda Number: 935061957
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Security: 030975106
Meeting Type: Special
Meeting Date: 21-Aug-2019
Ticker: APU
ISIN: US0309751065
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Agreement and Plan of Mgmt For For
Merger, dated as of April 1,2019 (as may be
amended from time to time, the "merger
agreement"), by and among UGI Corporation,
AmeriGas Propane Holdings, Inc., AmeriGas
Propane Holdings, LLC ("Merger Sub"),
AmeriGas Partners, L.P. ("AmeriGas") and
AmeriGas Propane, Inc., the general partner
of AmeriGas, and transactions contemplated
thereby, including the merger of Merger Sub
with and into AmeriGas, with AmeriGas
continuing as the surviving entity and an
indirect, wholly owned subsidiary of UGI
(the "merger").
2. To approve the adjournment of the special Mgmt For For
meeting, if necessary, to solicit
additional proxies if there are not
sufficient votes to approve the merger
agreement and the transactions contemplated
thereby, including the merger, at the time
of the special meeting.
3. To approve, by a non-binding advisory vote, Mgmt For For
the compensation arrangements disclosed in
the proxy statement/prospectus that may be
payable to AmeriGas' named executive
officers in connection with the completion
of the merger.
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ANADARKO PETROLEUM CORPORATION Agenda Number: 935062531
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Security: 032511107
Meeting Type: Special
Meeting Date: 08-Aug-2019
Ticker: APC
ISIN: US0325111070
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of May 9, 2019, by and among
Occidental Petroleum Corporation, Baseball
Merger Sub 1, Inc. and Anadarko Petroleum
Corporation ("Anadarko").
2. To approve, on a non-binding advisory Mgmt For For
basis, the compensation that may be paid or
become payable to Anadarko's named
executive officers that is based on or
otherwise related to the proposed
transactions.
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ANDEAVOR LOGISTICS LP Agenda Number: 935059926
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Security: 03350F106
Meeting Type: Consent
Meeting Date: 29-Jul-2019
Ticker: ANDX
ISIN: US03350F1066
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the merger of MPLX MAX LLC, a Mgmt For For
Delaware limited liability company and a
wholly owned subsidiary of MPLX, with and
into ANDX, with ANDX continuing as the
surviving entity (the "Merger"), and
adoption and approval of the Agreement and
Plan of Merger, dated as of May 7, 2019, as
such agreement may be amended from time to
time, by and among ANDX, Tesoro Logistics
GP, LLC, MPLX, MPLX GP LLC, and MPLX MAX
LLC, and the transactions contemplated
thereby.
2. Approval, on an advisory (non-binding) Mgmt For For
basis, of the compensation that may be paid
or become payable to ANDX's named executive
officers in connection with the Merger.
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ANIXTER INTERNATIONAL INC. Agenda Number: 935146440
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Security: 035290105
Meeting Type: Special
Meeting Date: 09-Apr-2020
Ticker: AXE
ISIN: US0352901054
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The proposal to adopt the Agreement and Mgmt For For
Plan of Merger, dated as of January 10,
2020 the "merger agreement"), by and among,
Anixter International Inc., a Delaware
corporation ("Anixter"), WESCO
International, Inc., a Delaware corporation
("WESCO"), and Warrior Merger Sub, Inc., a
Delaware corporation and a wholly owned
subsidiary of WESCO ("Merger Sub"),pursuant
to which Merger Sub will be merged with and
into Anixter (the "merger"), with Anixter
surviving the merger as a wholly owned
subsidiary of WESCO.
2. The proposal to approve, by a non-binding Mgmt For For
advisory vote, the compensation that may be
paid or become payable to Anixter's named
executive officers that is based on or
otherwise relates to the merger.
3. The proposal to adjourn the special meeting Mgmt For For
to a later date or time if necessary or
appropriate, including to solicit
additional proxies in favor of the proposal
to adopt the merger agreement if there are
insufficient votes at the time of the
special meeting to adopt the merger
agreement.
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B. RILEY PRINCIPAL MERGER CORP. Agenda Number: 935126347
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Security: 05586Y106
Meeting Type: Special
Meeting Date: 11-Feb-2020
Ticker: BRPM
ISIN: US05586Y1064
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - approve Mgmt For For
and adopt the Agreement and Plan of Merger,
dated as of December 12, 2019 (as the same
may be amended from time to time, the
"Merger Agreement"), by and among BRPM, BR
Canyon Merger Sub Corp., a wholly-owned
subsidiary of the Company and a Michigan
corporation ("Merger Sub"), Alta Equipment
Holdings, Inc., a Michigan corporation
("Alta"), and Ryan Greenawalt
("Greenawalt"), pursuant to which Merger
Sub will merge with & into Alta (the
"Merger") in accordance with Merger
Agreement.
2. The Charter Amendment Proposal - approve Mgmt For For
and adopt, assuming the business
combination proposal is approved and
adopted, the third amended and restated
certificate of incorporation of the Company
(the "Proposed Charter"), which, if
approved, would take effect upon the
closing of the business combination (the
"Closing") (we refer to this proposal as
the "charter amendment proposal") The
Advisory Charter Proposals - approve and
adopt, on a nonbinding advisory basis,
certain amendments to the amended and
restated certificate of incorporation.
3. Advisory Charter Proposal A - to, upon Mgmt For For
completion of the business combination and
the conversion of the Company's Class B
common stock, par value $0.0001 per share
("Class B common stock"), into the
Company's Class A common stock, par value
$0.0001 per share ("Class A common stock"),
increase the authorized capital stock of
the Company from 126,000,000 shares,
consisting of 100,000,000 shares of Class A
common stock, 25,000,000 shares of Class B
common stock and 1,000,000 shares of
preferred stock to 201,000,000 shares.
4. Advisory Charter Proposal B - to change the Mgmt For For
stockholder vote required to amend certain
provisions of the Proposed Charter and the
Company's bylaws (we refer to this proposal
as "advisory charter proposal B").
5. Advisory Charter Proposal C - to clarify Mgmt For For
that the current exclusive forum provision
in the Charter adopting Delaware as the
exclusive forum for certain stockholder
litigation does not apply to claims (i)
arising under the Securities Act of 1933,
as amended (the "Securities Act"), as to
which the Court of Chancery of the State of
Delaware and the federal district court for
the District of Delaware have concurrent
jurisdiction under Section 22 of the
Securities Act, or (ii) brought to enforce
a duty or liability created by Securities
Exchange act.
6. Advisory Charter Proposal D - to remove the Mgmt For For
waiver of the corporate opportunity
doctrine (we refer to this proposal as
"advisory charter proposal D").
7. Advisory Charter Proposal E - to provide Mgmt For For
that Section 203 of the Delaware General
Corporation Law, which governs business
combinations between the Company and
certain interested stockholders, does not
apply to the Company (we refer to this
proposal as "advisory charter proposal E").
8. Advisory Charter Proposal F - to provide Mgmt For For
for certain additional changes, including,
among other things, (i) changing the post-
business combination company's corporate
name from "B. Riley Principal Merger Corp."
to "Alta Equipment Group Inc." and making
the Company's corporate existence perpetual
and (ii) removing certain provisions
related to our status as a blank check
company that will no longer apply upon
consummation of business combination, all
of which our board believes are necessary
to adequately address the needs of the
post-business.
9. The NYSE Proposal - approve, assuming the Mgmt For For
business combination proposal and the
charter amendment proposal are approved and
adopted, for the purposes of complying with
the applicable provisions of Section 312.03
of the Listed Company Manual of the New
York Stock Exchange (the "NYSE"), (i) the
issuance of shares of common stock to
Alta's equityholders, which include
Greenawalt, pursuant to the terms of the
Merger Agreement, (ii) the issuance of
shares of common stock to the PIPE
investors (as defined in the accompanying
proxy statement).
10. DIRECTOR
Katherine E. White Mgmt For For
Daniel Shribman Mgmt For For
Zachary E. Savas Mgmt For For
Ryan Greenawalt Mgmt For For
Andrew Studdert Mgmt For For
11. The Incentive Plan Proposal - approve and Mgmt For For
adopt, assuming the condition precedent
proposals are approved and adopted, the
Alta Equipment Group Inc. 2020 Omnibus
Incentive Plan, a copy of which is attached
to the accompanying proxy statement as
Annex C (we refer to this proposal as the
"incentive plan proposal").
12. The Adjournment Proposal - approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of any of the
condition precedent proposals or the
incentive plan proposal (we refer to this
proposal as the "adjournment proposal").
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BLACK RIDGE ACQUISITION CORP. Agenda Number: 935058316
--------------------------------------------------------------------------------------------------------------------------
Security: 09216T107
Meeting Type: Special
Meeting Date: 09-Jul-2019
Ticker: BRAC
ISIN: US09216T1079
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to August 10, 2019.
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BLACK RIDGE ACQUISITION CORP. Agenda Number: 935053455
--------------------------------------------------------------------------------------------------------------------------
Security: 09216T107
Meeting Type: Special
Meeting Date: 09-Aug-2019
Ticker: BRAC
ISIN: US09216T1079
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a proposal to Mgmt For For
approve and adopt the Agreement and Plan of
Reorganization, dated as of December 19,
2018, and to approve the transactions
contemplated thereby.
2a. To approve amendments to the amended and Mgmt For For
restated certificate of incorporation of
BRAC, effective following the business
combination, to: change the name of BRAC
from "Black Ridge Acquisition Corp." to
"Allied Esports Entertainment, Inc."
2b. To approve amendments to the amended and Mgmt For For
restated certificate of incorporation of
BRAC, effective following the business
combination, to: increase the number of
authorized shares of BRAC Common Stock.
2c. To approve amendments to the amended and Mgmt For For
restated certificate of incorporation of
BRAC, effective following the business
combination, to: remove provisions that
will no longer be applicable to BRAC after
the business combination.
3a. To Elect the following Class A Director to Mgmt For For
serve until 2020 annual meeting: Ken
DeCubellis
3b. To Elect the following Class A Director to Mgmt For For
serve until 2020 annual meeting: Lyle
Berman
3c. To Elect the following Class A Director to Mgmt For For
serve until 2020 annual meeting: Benjamin
Oehler
3d. To Elect the following Class B Director to Mgmt For For
serve until 2021 annual meeting: Dr. Kan
Hee Anthony Tyen
3e. To Elect the following Class B Director to Mgmt For For
serve until 2021 annual meeting: Ho min Kim
3f. To Elect the following Class B Director to Mgmt For For
serve until 2021 annual meeting: Bradley
Berman
3g. To Elect the following Class B Director to Mgmt For For
serve until 2021 annual meeting: Joseph
Lahti
3h. To Elect the following Class C Director to Mgmt For For
serve until 2022 annual meeting: Frank Ng
3i. To Elect the following Class C Director to Mgmt For For
serve until 2022 annual meeting: Eric Yang
3j. To Elect the following Class C Director to Mgmt For For
serve until 2022 annual meeting: Adam
Pliska
3k. To Elect the following Class C Director to Mgmt For For
serve until 2022 annual meeting: Maya
Rogers
4. To approve an equity incentive plan to be Mgmt For For
effective upon consummation of the business
combination.
5. To adjourn the annual meeting to a later Mgmt For For
date or dates if determined by the officer
presiding over the meeting.
--------------------------------------------------------------------------------------------------------------------------
BROADMARK REALTY CAPITAL INC Agenda Number: 935215928
--------------------------------------------------------------------------------------------------------------------------
Security: 11135B100
Meeting Type: Annual
Meeting Date: 16-Jun-2020
Ticker: BRMK
ISIN: US11135B1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Joseph L. Schocken Mgmt For For
1.2 Election of Director: Jeffrey B. Pyatt Mgmt For For
1.3 Election of Director: Stephen G. Haggerty Mgmt For For
1.4 Election of Director: Daniel J. Hirsch Mgmt For For
1.5 Election of Director: Kevin M. Luebbers Mgmt For For
1.6 Election of Director: Norma J. Lawrence Mgmt For For
1.7 Election of Director: David A. Karp Mgmt For For
2. The ratification of the appointment of Moss Mgmt For For
Adams LLP as our independent registered
public accounting firm for our fiscal year
ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
BUCKEYE PARTNERS, L.P. Agenda Number: 935058227
--------------------------------------------------------------------------------------------------------------------------
Security: 118230101
Meeting Type: Special
Meeting Date: 31-Jul-2019
Ticker: BPL
ISIN: US1182301010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The approval of (i) the Agreement and Plan Mgmt For For
of Merger, dated as of May 10, 2019, by and
among Buckeye Partners, L.P., a DE limited
partnership, Hercules Intermediate Holdings
LLC, a DE limited liability company
("Parent"), Hercules Merger Sub LLC, a DE
limited liability company and a wholly
owned subsidiary of Parent, Buckeye Pipe
Line Services Company, a PA corporation,
and Buckeye GP LLC, a DE limited liability
company and the general partner of Buckeye
Partners, L.P. and (ii) the transactions
contemplated by the Agreement and Plan of
Merger.
2. The approval, in a nonbinding advisory Mgmt For For
vote, of the compensation that may be paid
or may become payable to Buckeye Partners,
L.P.'s named executive officers in
connection with, or following, the
consummation of the merger contemplated by
the Agreement and Plan of Merger.
--------------------------------------------------------------------------------------------------------------------------
CAESARS ENTERTAINMENT CORPORATION Agenda Number: 935092584
--------------------------------------------------------------------------------------------------------------------------
Security: 127686103
Meeting Type: Special
Meeting Date: 15-Nov-2019
Ticker: CZR
ISIN: US1276861036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Merger Agreement and approve Mgmt For For
the Merger.
2. To approve, on an advisory basis, the Mgmt For For
compensation that will or may become
payable to Caesars' named executive
officers (as identified in accordance with
Securities and Exchange Commission
regulations) in connection with the Merger.
3. To approve one or more adjournments of the Mgmt For For
Caesars Special Meeting, if appropriate, to
solicit additional proxies if there are
insufficient votes to adopt the Merger
Agreement and approve the Merger at the
time of the Caesars Special Meeting.
--------------------------------------------------------------------------------------------------------------------------
CF FINANCE ACQUISITION CORP. Agenda Number: 935112526
--------------------------------------------------------------------------------------------------------------------------
Security: 12528N107
Meeting Type: Annual
Meeting Date: 18-Dec-2019
Ticker: CFFA
ISIN: US12528N1072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Steven Bisgay Mgmt For For
Anshu Jain Mgmt For For
Robert G. Sharp Mgmt For For
2. Ratification of independent registered Mgmt For For
public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
CF FINANCE ACQUISITION CORP. Agenda Number: 935222327
--------------------------------------------------------------------------------------------------------------------------
Security: 12528N107
Meeting Type: Special
Meeting Date: 15-Jun-2020
Ticker: CFFA
ISIN: US12528N1072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination from June 17, 2020 to September
17, 2020 or such earlier date as determined
by the board of directors.
2. Adjournment Proposal: Adjourn the Special Mgmt For For
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of Proposal
1.
--------------------------------------------------------------------------------------------------------------------------
CHASERG TECHNOLOGY ACQUISITION CORP Agenda Number: 935113857
--------------------------------------------------------------------------------------------------------------------------
Security: 16166A103
Meeting Type: Annual
Meeting Date: 19-Dec-2019
Ticker: CTAC
ISIN: US16166A1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Clark N. Callander Mgmt For For
2. Ratification of the selection by the audit Mgmt For For
committee of WithumSmith+Brown, PC to serve
as our independent registered public
accounting firm for the year ending
December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
CHASERG TECHNOLOGY ACQUISITION CORP Agenda Number: 935135904
--------------------------------------------------------------------------------------------------------------------------
Security: 16166A103
Meeting Type: Special
Meeting Date: 04-Mar-2020
Ticker: CTAC
ISIN: US16166A1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt (i) Merger Agreement, Mgmt For For
by and among ChaSerg, Grid Dynamics
International, Inc. ("Grid Dynamics"), and
the other parties named therein, (ii) the
transactions contemplated by the Merger
Agreement, including a business combination
that will result in the existing business
of Grid Dynamics being owned by ChaSerg, a
NASDAQ-listed public company, and ChaSerg's
issuance of shares and payment of cash as
merger consideration to Grid Dynamics'
selling stockholders (collectively, the
"Business Combination Proposal").
2. To approve, for purposes of complying with Mgmt For For
applicable listing rules of The NASDAQ
Stock Market LLC, the issuance of more than
20% of the number of shares of ChaSerg
Class A Common Stock and ChaSerg Class B
Common Stock, combined, outstanding prior
to the Business Combination (the "NASDAQ
Proposal").
3. To consider and vote upon a proposal to Mgmt For For
approve the following material differences
between the constitutional documents of
ChaSerg that will be in effect upon the
closing of the Business Combination (such
entity existing after the Business
Combination, "Successor") and ChaSerg's
current amended and restated certificate of
incorporation (the "Charter Proposals").
4A. Election of Leonard Livschitz as Class I Mgmt For For
Director Nominee. (to serve until the
Annual Meeting of Stockholders to be held
in 2020)
4B. Election of Marina Levinson as Class I Mgmt For For
Director Nominee. (to serve until the
Annual Meeting of Stockholders to be held
in 2020)
4C. Election of Shou Zhang as Class I Director Mgmt For For
Nominee. (to serve until the Annual Meeting
of Stockholders to be held in 2020)
4D. Election of Lloyd Carney as Class II Mgmt For For
Director Nominee. (to serve until the
Annual Meeting of Stockholders to be held
in 2021)
4E. Election of Michael Southworth as Class II Mgmt For For
Director Nominee. (to serve until the
Annual Meeting of Stockholders to be held
in 2021)
4F. Election of Yueou Wang as Class II Director Mgmt For For
Nominee. (to serve until the Annual Meeting
of Stockholders to be held in 2021)
4G. Election of Eric Benhamou as Class III Mgmt For For
Director Nominee. (to serve until the
Annual Meeting of Stockholders to be held
in 2022)
4H. Election of Weihang Wang as Class III Mgmt For For
Director Nominee. (to serve until the
Annual Meeting of Stockholders to be held
in 2022)
5. To adopt and approve the ChaSerg Technology Mgmt For For
Acquisition Corp. 2020 Equity Incentive
Plan and the reservation of 16,300,000
shares of Successor Common Stock for
issuance pursuant to awards granted
thereunder (the "Incentive Plan Proposal").
6. To approve the adjournment of the Special Mgmt For For
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies if, based upon the
tabulated vote at the time of the Special
Meeting, there are not sufficient votes to
approve the Business Combination Proposal,
the NASDAQ Proposal, the Charter Proposals,
the Director Election Proposal and the
Incentive Plan Proposal.
--------------------------------------------------------------------------------------------------------------------------
CINCINNATI BELL INC. Agenda Number: 935166226
--------------------------------------------------------------------------------------------------------------------------
Security: 171871502
Meeting Type: Special
Meeting Date: 07-May-2020
Ticker: CBB
ISIN: US1718715022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of March 13, 2020 (the "merger
agreement"), by and among Red Fiber Parent
LLC, a Delaware limited liability company
("Parent"), Cincinnati Bell Inc., an Ohio
corporation (the "Company"), and RF Merger
Sub Inc., an Ohio corporation and a wholly
owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will be merged
with and into the Company (the "merger"),
with the Company surviving the merger as a
subsidiary of Parent.
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to the Company's named
executive officers in connection with, or
following, the consummation of the merger.
3. To adjourn the special meeting to a later Mgmt For For
date or time, if necessary or appropriate,
to solicit additional proxies in the event
there are insufficient votes at the time of
the special meeting or any adjournment or
postponement thereof to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
CONTINENTAL BUILDING PRODUCTS, INC. Agenda Number: 935120472
--------------------------------------------------------------------------------------------------------------------------
Security: 211171103
Meeting Type: Special
Meeting Date: 29-Jan-2020
Ticker: CBPX
ISIN: US2111711030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
(as it may be amended, supplemented or
otherwise modified in accordance with its
terms, the "merger agreement") with
CertainTeed Gypsum and Ceilings USA, Inc.,
a Delaware corporation ("Parent"),
Cupertino Merger Sub, Inc., a newly formed
Delaware corporation and a wholly owned
subsidiary of Parent ("merger sub"), and
Compagnie de Saint-Gobain S.A., a societe
anonyme organized under the laws of France.
2. To approve, on a non-binding, advisory Mgmt For For
basis, specified compensation that may
become payable to the named executive
officers of the Company that is based on or
otherwise relates to the merger.
3. To approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies in favor of the
proposal to adopt and approve the merger
agreement if there are insufficient votes
at the time of such special meeting to
approve such proposal.
--------------------------------------------------------------------------------------------------------------------------
CRAY INC. Agenda Number: 935058241
--------------------------------------------------------------------------------------------------------------------------
Security: 225223304
Meeting Type: Special
Meeting Date: 27-Aug-2019
Ticker: CRAY
ISIN: US2252233042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Agreement and Plan of Merger Mgmt For For
(the "Merger Agreement"), dated as of May
16, 2019, by and among Hewlett Packard
Enterprise Company, a Delaware corporation
("HPE"), Canopy Merger Sub, Inc., a
Washington corporation and wholly owned
subsidiary of HPE, and Cray Inc., a
Washington corporation ("Cray"), as such
agreement may be amended from time to time.
2. To approve, on a non-binding advisory Mgmt For For
basis, certain compensation that may be
paid or become payable to Cray's named
executive officers in connection with the
merger.
3. To approve the adjournment of the special Mgmt For For
meeting to a later date if Cray's board of
directors determines that it is necessary
or appropriate, and is permitted by the
Merger Agreement, to solicit additional
proxies if there is not a quorum present or
there are not sufficient votes in favor of
the approval of the Merger Agreement at the
time of the special meeting.
--------------------------------------------------------------------------------------------------------------------------
CYPRESS SEMICONDUCTOR CORPORATION Agenda Number: 935063987
--------------------------------------------------------------------------------------------------------------------------
Security: 232806109
Meeting Type: Special
Meeting Date: 27-Aug-2019
Ticker: CY
ISIN: US2328061096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of June 3, 2019, as it may be
amended or modified from time to time,
among Cypress Semiconductor Corporation
("Cypress"), Infineon Technologies AG and
IFX Merger Sub Inc. (the "merger
agreement") and the merger described
therein.
2. To approve, on a non-binding, advisory Mgmt For For
basis, certain compensation that will or
may be paid by Cypress to its named
executive officers that is based on or
otherwise relates to the merger.
3. To approve any proposal to adjourn the Mgmt For For
special meeting from time to time, if
necessary or appropriate, for the purpose
of soliciting additional votes for the
approval of the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
DELPHI TECHNOLOGIES PLC Agenda Number: 935232241
--------------------------------------------------------------------------------------------------------------------------
Security: G2709G107
Meeting Type: Special
Meeting Date: 25-Jun-2020
Ticker: DLPH
ISIN: JE00BD85SC56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S1. Authorize the directors of Delphi Mgmt For For
Technologies PLC ("Delphi") to take all
such actions as they consider necessary or
appropriate for carrying the scheme of
arrangement into effect and to amend the
articles of association of Delphi so that
any ordinary shares of Delphi that are
issued on or after the Voting Record Time
(as defined in the scheme) to persons other
than BorgWarner Inc. or its nominees will
either be subject to the terms of the
scheme or immediately and automatically
acquired by BorgWarner Inc. and/or its
nominee(s) for the scheme consideration.
O2. Approve, on a non-binding, advisory basis, Mgmt For For
specified compensatory arrangements between
Delphi Technologies PLC and its named
executive officers relating to the
transaction.
--------------------------------------------------------------------------------------------------------------------------
DELPHI TECHNOLOGIES PLC Agenda Number: 935231617
--------------------------------------------------------------------------------------------------------------------------
Security: G2709G107
Meeting Type: Special
Meeting Date: 25-Jun-2020
Ticker: DLPH
ISIN: JE00BD85SC56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the scheme of arrangement in its Mgmt For For
original form or with or subject to any
modification(s), addition(s) or
condition(s) approved or imposed by the
Royal Court of Jersey.
--------------------------------------------------------------------------------------------------------------------------
DIGITAL REALTY TRUST, INC. Agenda Number: 935206296
--------------------------------------------------------------------------------------------------------------------------
Security: 253868103
Meeting Type: Annual
Meeting Date: 08-Jun-2020
Ticker: DLR
ISIN: US2538681030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Laurence A. Chapman Mgmt For For
1B. Election of Director: Alexis Black Bjorlin Mgmt For For
1C. Election of Director: Michael A. Coke Mgmt For For
1D. Election of Director: VeraLinn Jamieson Mgmt For For
1E. Election of Director: Kevin J. Kennedy Mgmt For For
1F. Election of Director: William G. LaPerch Mgmt For For
1G. Election of Director: Jean F.H.P. Mgmt For For
Mandeville
1H. Election of Director: Afshin Mohebbi Mgmt For For
1I. Election of Director: Mark R. Patterson Mgmt For For
1J. Election of Director: Mary Hogan Preusse Mgmt For For
1K. Election of Director: A. William Stein Mgmt For For
2. To ratify the selection of KPMG LLP as the Mgmt For For
Company's independent registered public
accounting firm for the year ending
December 31, 2020.
3. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation of the Company's
named executive officers, as more fully
described in the accompanying Proxy
Statement (say on pay).
--------------------------------------------------------------------------------------------------------------------------
DUPONT DE NEMOURS INC Agenda Number: 935183981
--------------------------------------------------------------------------------------------------------------------------
Security: 26614N102
Meeting Type: Annual
Meeting Date: 27-May-2020
Ticker: DD
ISIN: US26614N1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Amy G. Brady Mgmt For For
1B. Election of Director: Edward D. Breen Mgmt For For
1C. Election of Director: Ruby R. Chandy Mgmt For For
1D. Election of Director: Franklin K. Clyburn, Mgmt For For
Jr.
1E. Election of Director: Terrence R. Curtin Mgmt For For
1F. Election of Director: Alexander M. Cutler Mgmt For For
1G. Election of Director: Eleuthere I. du Pont Mgmt For For
1H. Election of Director: Rajiv L. Gupta Mgmt For For
1I. Election of Director: Luther C. Kissam Mgmt For For
1J. Election of Director: Frederick M. Lowery Mgmt For For
1K. Election of Director: Raymond J. Milchovich Mgmt For For
1L. Election of Director: Steven M. Sterin Mgmt For For
2. Advisory Resolution to Approve Executive Mgmt For For
Compensation
3. Approval of the DuPont 2020 Equity and Mgmt For For
Incentive Plan
4. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2020
5. Modification of Threshold for Calling Shr Against For
Special Stockholder Meetings
6. Employee Board Advisory Position Shr Against For
--------------------------------------------------------------------------------------------------------------------------
E*TRADE FINANCIAL CORPORATION Agenda Number: 935152695
--------------------------------------------------------------------------------------------------------------------------
Security: 269246401
Meeting Type: Annual
Meeting Date: 07-May-2020
Ticker: ETFC
ISIN: US2692464017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Richard J. Carbone Mgmt For For
1B. Election of Director: Robert J. Chersi Mgmt For For
1C. Election of Director: Jaime W. Ellertson Mgmt For For
1D. Election of Director: James P. Healy Mgmt For For
1E. Election of Director: Kevin T. Kabat Mgmt For For
1F. Election of Director: James Lam Mgmt For For
1G. Election of Director: Rodger A. Lawson Mgmt For For
1H. Election of Director: Shelley B. Leibowitz Mgmt For For
1I. Election of Director: Michael A. Pizzi Mgmt For For
1J. Election of Director: Rebecca Saeger Mgmt For For
1K. Election of Director: Donna L. Weaver Mgmt For For
1L. Election of Director: Joshua A. Weinreich Mgmt For For
2. To approve, by a non-binding advisory vote, Mgmt For For
the compensation of the Company's Named
Executive Officers (the "Say-on-Pay Vote"),
as disclosed in the Proxy Statement for the
2020 Annual Meeting.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for 2020.
4. A stockholder proposal regarding simple Shr For
majority voting.
--------------------------------------------------------------------------------------------------------------------------
FINTECH ACQUISITION CORP. III Agenda Number: 935105507
--------------------------------------------------------------------------------------------------------------------------
Security: 31811A101
Meeting Type: Annual
Meeting Date: 17-Dec-2019
Ticker: FTAC
ISIN: US31811A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal To approve the selection of Mgmt For For
WithumSmith+Brown, PC as the independent
registered public accounting firm for the
Company for the fiscal year ending December
31, 2019.
--------------------------------------------------------------------------------------------------------------------------
FIRST AMERICAN FUNDS, INC. Agenda Number: 935065246
--------------------------------------------------------------------------------------------------------------------------
Security: 31846V567
Meeting Type: Special
Meeting Date: 29-Aug-2019
Ticker: FGZXX
ISIN: US31846V5672
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David K. Baumgardner Mgmt For For
Mark E. Gaumond Mgmt For For
Roger A. Gibson Mgmt For For
Jennifer J. McPeek Mgmt For For
C. David Myers Mgmt For For
Richard K. Riederer Mgmt For For
P. Kelly Tompkins Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
FITBIT, INC. Agenda Number: 935116687
--------------------------------------------------------------------------------------------------------------------------
Security: 33812L102
Meeting Type: Special
Meeting Date: 03-Jan-2020
Ticker: FIT
ISIN: US33812L1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
(as it may be amended from time to time,
the "Merger Agreement"), dated as of
November 1, 2019, by and among Google LLC
("Google"), a Delaware limited liability
company and wholly owned subsidiary of
Alphabet Inc., Magnoliophyta Inc., a
Delaware corporation and wholly owned
subsidiary of Google, and Fitbit, Inc., a
Delaware corporation ("Fitbit").
2. To approve, on a non-binding advisory Mgmt For For
basis, the compensation that may be paid or
become payable to Fitbit's named executive
officers that is based on or otherwise
relates to the merger.
3. Approve the adjournment of virtual special Mgmt For For
meeting to a later date or dates, if
Fitbit's board of directors determines that
it is necessary or appropriate, and is
permitted by the Merger Agreement, to (i)
solicit additional proxies if (a) there is
not a quorum present or represented by
proxy or (b) there are insufficient votes
to adopt Merger Agreement, in each case, at
the time of the then-scheduled virtual
special meeting, (ii) give holders of
Fitbit's Class A common stock and Class B
common stock (iii) otherwise comply with
applicable law.
--------------------------------------------------------------------------------------------------------------------------
FITBIT, INC. Agenda Number: 935169260
--------------------------------------------------------------------------------------------------------------------------
Security: 33812L102
Meeting Type: Annual
Meeting Date: 21-May-2020
Ticker: FIT
ISIN: US33812L1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
James Park Mgmt For For
Eric N. Friedman Mgmt For For
Laura J. Alber Mgmt For For
Matthew Bromberg Mgmt For For
Glenda Flanagan Mgmt For For
Bradley Fluegel Mgmt For For
Steven Murray Mgmt For For
2. Ratification of the appointment of Grant Mgmt For For
Thornton LLP as the independent registered
public accounting firm for the fiscal year
ending December 31, 2020.
3. A stockholder proposal regarding simple Shr Against For
majority voting.
--------------------------------------------------------------------------------------------------------------------------
FORUM MERGER II CORPORATION Agenda Number: 935127414
--------------------------------------------------------------------------------------------------------------------------
Security: 34986F103
Meeting Type: Special
Meeting Date: 07-Feb-2020
Ticker: FMCI
ISIN: US34986F1030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment Proposal - amend Mgmt For For
the Company's amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization
or similar business combination with one or
more businesses from February 7, 2020 to
June 10, 2020 or such earlier date as
determined by the Company's board of
directors in its sole discretion (the
"Extension Amendment Proposal").
2. DIRECTOR
Neil Goldberg Mgmt For For
Richard Katzman Mgmt For For
Steven Berns Mgmt For For
3. The Adjournment Proposal - approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of the
Extension Amendment Proposal (the
"Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
FORUM MERGER II CORPORATION Agenda Number: 935228886
--------------------------------------------------------------------------------------------------------------------------
Security: 34986F103
Meeting Type: Special
Meeting Date: 08-Jun-2020
Ticker: FMCI
ISIN: US34986F1030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment Proposal - amend Mgmt For For
the Company's amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization
or similar business combination with one or
more businesses from June 10, 2020 to
September 30, 2020 (the "Extension
Amendment Proposal").
2. The Adjournment Proposal - approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of the
Extension Amendment Proposal (the
"Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
GENESEE & WYOMING INC. Agenda Number: 935073774
--------------------------------------------------------------------------------------------------------------------------
Security: 371559105
Meeting Type: Special
Meeting Date: 03-Oct-2019
Ticker: GWR
ISIN: US3715591059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of July 1, 2019, among Genesee &
Wyoming Inc., DJP XX, LLC and MKM XXII
Corp., as amended or modified from time to
time.
2. To approve, on a non-binding, advisory Mgmt For For
basis, certain compensation that will or
may be paid by Genesee & Wyoming Inc. to
its named executive officers that is based
on or otherwise relates to the merger.
3. To adjourn the special meeting of Mgmt For For
stockholders of Genesee & Wyoming Inc. from
time to time, if necessary or appropriate,
for the purpose of soliciting additional
votes if there are insufficient votes at
the time of the special meeting to adopt
the Agreement and Plan of Merger.
--------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 935096885
--------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 12-Dec-2019
Ticker: GNW
ISIN: US37247D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: G. Kent Conrad Mgmt For For
1B. Election of Director: Melina E. Higgins Mgmt For For
1C. Election of Director: Thomas J. McInerney Mgmt For For
1D. Election of Director: David M. Moffett Mgmt For For
1E. Election of Director: Thomas E. Moloney Mgmt For For
1F. Election of Director: Debra J. Perry Mgmt For For
1G. Election of Director: Robert P. Restrepo Mgmt For For
Jr.
1H. Election of Director: James S. Riepe Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the selection of KPMG LLP Mgmt For For
as the independent registered public
accounting firm for 2019.
--------------------------------------------------------------------------------------------------------------------------
GIGCAPITAL, INC. Agenda Number: 935078700
--------------------------------------------------------------------------------------------------------------------------
Security: 37518N106
Meeting Type: Annual
Meeting Date: 26-Sep-2019
Ticker: GIG
ISIN: US37518N1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Dr. Avi S. Katz Mgmt For For
Neil Miotto Mgmt For For
John Mikulsky Mgmt For For
Peter Wang Mgmt For For
Jack Porter Mgmt For For
2. Ratification of the selection by the Audit Mgmt For For
Committee of BPM LLP to serve as our
independent registered public accounting
firm for the year ending September 30,
2019.
--------------------------------------------------------------------------------------------------------------------------
GIGCAPITAL, INC. Agenda Number: 935102703
--------------------------------------------------------------------------------------------------------------------------
Security: 37518N106
Meeting Type: Special
Meeting Date: 22-Nov-2019
Ticker: GIG
ISIN: US37518N1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Business Combination Proposal: To consider Mgmt For For
and vote upon a proposal to adopt the Stock
Purchase Agreement, dated as of February
22, 2019 as amended by Amendment No. 1,
dated September 18, 2019 (and as it may be
further amended from time to time, the
"Stock Purchase Agreement"). The Business
Combination is conditioned on the approval
of this proposal, the Charter Amendment
Proposals (Proposals 2 and 3) and the
Director Election Proposal (Proposal 4).
2. Charter Amendment Proposal-Classified Mgmt For For
Board: To consider and vote upon a proposal
to amend the Company's current amended and
restated certificate of incorporation, as
amended (the "Charter") to provide for the
classification of our board of directors
(our "Board") into three classes of
directors with staggered three-year terms
of office and to make certain related
changes.
3. Charter Amendment Proposal-Name Change and Mgmt For For
Other Additional Changes: To consider and
vote upon a proposal to amend the Company's
current Charter to provide for certain
additional changes, including but not
limited to changing the Company's name from
"GigCapital, Inc." to "Kaleyra, Inc." and
eliminating certain provisions specific to
our status as a blank check company.
4. DIRECTOR
Simone Fubini# Mgmt For For
John J. Mikulsky# Mgmt For For
Neil Miotto* Mgmt For For
Matteo Lodrini* Mgmt For For
Avi S. Katz+ Mgmt For For
Dario Calogero+ Mgmt For For
5. Incentive Plan Proposal: To consider and Mgmt For For
vote upon a proposal to approve the
Kaleyra, Inc. 2019 Equity Incentive Plan.
This proposal is conditioned on the
approval of the Business Combination
Proposal (Proposal 1), the Charter
Amendment Proposals (Proposals 2 and 3) and
the Director Election Proposal (Proposal
4).
6. Adjournment Proposal: To consider and vote Mgmt For For
upon a proposal to approve the adjournment
of Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of the Business Combination
Proposal and the Charter Amendment
Proposals. This proposal will only be
presented at Special Meeting if there are
not sufficient votes to approve the
Business Combination Proposal and the
Charter Amendment Proposals.
--------------------------------------------------------------------------------------------------------------------------
GORDON POINTE ACQUISITION CORP Agenda Number: 935145082
--------------------------------------------------------------------------------------------------------------------------
Security: 382788107
Meeting Type: Special
Meeting Date: 30-Mar-2020
Ticker: GPAQ
ISIN: US3827881075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Amended and Restated Certificate
of Incorporation, as previously amended, to
extend the date by which the Company must
consummate a business combination for
forty-five (45) days from March 30, 2020 to
May 14, 2020.
2. Trust Amendment: Proposal to amend the Mgmt For For
Investment Management Trust Agreement,
dated as of January 24, 2018, as amended,
between the Company and Continental Stock
Transfer & Trust Company ("Continental"),
to extend the date on which Continental
must liquidate the Trust Account
established in connection with the
Company's initial public offering if the
Company has not completed a business
combination for forty-five (45) days from
March 30, 2020 to May 14, 2020.
--------------------------------------------------------------------------------------------------------------------------
GORDON POINTE ACQUISITION CORP Agenda Number: 935201614
--------------------------------------------------------------------------------------------------------------------------
Security: 382788107
Meeting Type: Special
Meeting Date: 14-May-2020
Ticker: GPAQ
ISIN: US3827881075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Extension Amendment: Proposal to amend the Mgmt No vote
Company's Amended and Restated Certificate
of Incorporation, as previously amended, to
extend the date by which the Company must
consummate a business combination from May
14, 2020 to June 15, 2020, plus an option
for the Company to further extend such date
for an additional 30 days to July 15, 2020.
2 Trust Amendment: Proposal to amend the Mgmt No vote
Investment Management Trust Agreement,
dated as of January 24, 2018, as amended,
between the Company and Continental Stock
Transfer & Trust Company ("Continental"),
to extend the date on which Continental
must liquidate the Trust Account
established in connection with the
Company's initial public offering if the
Company has not completed a business
combination from May 14, 2020 to June 15,
2020, plus an option for the Company to
further extend for an additional 30 days to
July 15, 2020.
--------------------------------------------------------------------------------------------------------------------------
GORDON POINTE ACQUISITION CORP Agenda Number: 935186862
--------------------------------------------------------------------------------------------------------------------------
Security: 382788107
Meeting Type: Special
Meeting Date: 15-Jun-2020
Ticker: GPAQ
ISIN: US3827881075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt No vote
approve an Agreement and Plan of Merger,
dated as of September 16, 2019 (as amended
on November 6, 2019 and March 10, 2020, the
"Merger Agreement")
2. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Changing the name of Holdings to "Hall of
Fame Resort & Entertainment Company"
3. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Having a single class of common stock and
an authorized 100,000,000 shares of common
stock
4. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Fixing the number of directors of Holdings
at eleven, subject to change by resolution
adopted by the affirmative vote of at least
a majority of the board of directors then
in office
5. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Dividing the board of directors of Holdings
into three classes with staggered three-
year terms
6. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Providing that the Court of Chancery of the
State of Delaware or, if such court does
not have subject matter jurisdiction
thereof, another state or federal court
located within the State of Delaware, shall
be the exclusive forum for certain actions
and claims
7. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Removing various provisions applicable only
to special purpose acquisition corporations
contained in GPAQ's current amended and
restated certificate of incorporation (such
as the obligation to dissolve and liquidate
if a business combination is not
consummated in a certain period of time).
8. The Charter Amendments Proposals - To Mgmt No vote
approve the following material differences
from the proposed Amended and Restated
Certificate of Incorporation of Holdings:
Conditioned upon the approval of Proposals
No. 2 through 7, a proposal to approve the
proposed Amended and Restated Certificate
of Incorporation of Holdings as a whole,
which includes the approval of all other
changes in the proposed Amended and
Restated Certificate of Incorporation as of
the closing of the business combination.
9. The Incentive Plan Proposal - To approve Mgmt No vote
and adopt the GPAQ Acquisition Holdings,
Inc. 2020 Omnibus Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
GORDON POINTE ACQUISITION CORP Agenda Number: 935237417
--------------------------------------------------------------------------------------------------------------------------
Security: 382788107
Meeting Type: Special
Meeting Date: 30-Jun-2020
Ticker: GPAQ
ISIN: US3827881075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve an Agreement and Plan of Merger,
dated as of September 16, 2019 (as amended
on November 6, 2019, March 10, 2020 and May
22, 2020, the "Merger Agreement")
2. The Charter Amendments Proposal - Changing Mgmt For For
the name of Holdings to "Hall of Fame
Resort & Entertainment Company".
3. The Charter Amendments Proposal - Having a Mgmt For For
single class of common stock and an
authorized 100,000,000 shares of common
stock.
4. The Charter Amendments Proposal - Fixing Mgmt For For
the number of directors of Holdings at
eleven, subject to change by resolution
adopted by the affirmative vote of at least
a majority of the board of directors then
in office.
5. The Charter Amendments Proposal - Dividing Mgmt For For
the board of directors of Holdings into
three classes with staggered three year
terms.
6. The Charter Amendments Proposal - Providing Mgmt For For
that the Court of Chancery of the State of
Delaware or, if such court does not have
subject matter jurisdiction thereof,
another state or federal court located
within the State of Delaware, shall be the
exclusive forum for certain actions and
claims.
7. The Charter Amendments Proposal - Removing Mgmt For For
various provisions applicable only to
special purpose acquisition corporations
contained in GPAQ's current amended and
restated certificate of incorporation (such
as the obligation to dissolve and liquidate
if a business combination is not
consummated in a certain period of time).
8. The Charter Amendments Proposal - Mgmt For For
Conditioned upon the approval of Proposals
No. 2 through 7, a proposal to approve the
proposed Amended and Restated Certificate
of Incorporation of Holdings as a whole,
which includes the approval of all other
changes in the proposed Amended and
Restated Certificate of Incorporation as of
the closing of the business combination.
9. The Incentive Plan Proposal - To approve Mgmt For For
and adopt the GPAQ Acquisition Holdings,
Inc. 2020 Omnibus Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
GRAF INDUSTRIAL CORP. Agenda Number: 935170340
--------------------------------------------------------------------------------------------------------------------------
Security: 384278107
Meeting Type: Special
Meeting Date: 16-Apr-2020
Ticker: GRAF
ISIN: US3842781078
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) Amend (the "Extension Amendment") the Mgmt For For
Company's second amended and restated
certificate of incorporation (the
"charter") to extend the date by which the
Company has to consummate a merger, capital
stock exchange, asset acquisition, stock
purchase, reorganization or similar
business combination with one or more
businesses (a "business combination") from
April 18, 2020 to July 31, 2020 (the
"Extension," and such date, the "Extended
Date") ("the Extension Amendment
Proposal").
2) DIRECTOR
Julie J. Levenson Mgmt For For
Sabrina McKee Mgmt For For
3) Approve the adjournment of the special Mgmt For For
meeting to a later date or dates, if
necessary or appropriate, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of the Extension Amendment
Proposal (the "Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
IAC/INTERACTIVECORP Agenda Number: 935216300
--------------------------------------------------------------------------------------------------------------------------
Security: 44919P508
Meeting Type: Annual
Meeting Date: 25-Jun-2020
Ticker: IAC
ISIN: US44919P5089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve amendments to the IAC Mgmt For For
certificate of incorporation that will
effect the separation of businesses of
Match Group, Inc. ("Match") from remaining
businesses of IAC ("Separation") that will
result in the pre-transaction stockholders
of IAC owning shares in two, separate
public companies-(1) IAC, which will be
renamed "Match Group, Inc." ("New Match"),
(2) IAC Holdings, Inc., and currently a
direct wholly owned subsidiary of IAC ("New
IAC"), which will be renamed
"IAC/InterActiveCorp" and which will own
IAC's other businesses
2. To approve amendments to the IAC Mgmt For For
certificate of incorporation to provide,
following the Separation, for (i)
classification of the board of directors of
New Match, (ii) removal of members of the
board of directors of New Match from office
by stockholders, (iii) exclusive right of
the board of directors of New Match to fill
director vacancies, (iv) no officer or
director of New Match who is also an
officer or director of New IAC having
liability to New Match, (v) certain
ministerial amendments to the IAC
certificate of incorporation.
3. To approve amendments to the IAC Mgmt For For
certificate of incorporation that will
prohibit, following the Separation, action
by written consent of stockholders of New
Match in lieu of a stockholder meeting,
subject to any rights of holders of
preferred stock.
4. To approve certain other amendments to IAC Mgmt For For
certificate of incorporation as further
described in joint proxy
statement/prospectus, including amendments
to provide, for the renaming of New Match
as "Match Group, Inc." and elimination of
all classes and series of authorized
capital stock of New Match as of
immediately prior to the completion of the
Separation other than New Match $0.001 par
value common stock (at which time the IAC
Class M common stock would be renamed New
Match common stock) and New Match $0.01 par
value preferred stock.
5. To approve the issuance of shares of IAC Mgmt For For
Class M common stock in connection with the
transactions contemplated by the
Transaction Agreement, dated as of December
19, 2019, by and among IAC, New IAC,
Valentine Merger Sub LLC and Match.
6. To approve the IAC/InterActiveCorp 2020 Mgmt For For
Stock and Annual Incentive Plan (which will
remain with New Match and be renamed the
Match Group, Inc. 2020 Stock and Annual
Incentive Plan).
7. To approve one or more adjournments or Mgmt For For
postponements of the IAC annual meeting, if
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to approve the foregoing
proposals.
8A. Election of Director: Chelsea Clinton Mgmt For For
8B. Election of Director: Barry Diller Mgmt For For
8C. Election of Director: Michael D. Eisner Mgmt For For
8D. Election of Director: Bonnie S. Hammer Mgmt For For
8E. Election of Director: Victor A. Kaufman Mgmt For For
8F. Election of Director: Joseph Levin Mgmt For For
8G. Election of Director: Bryan Lourd (To be Mgmt For For
voted upon by the holders of Common Stock
voting as a separate class)
8H. Election of Director: David Rosenblatt Mgmt For For
8I. Election of Director: Alan G. Spoon (To be Mgmt For For
voted upon by the holders of Common Stock
voting as a separate class)
8J. Election of Director: Alexander von Mgmt For For
Furstenberg
8K. Election of Director: Richard F. Zannino Mgmt For For
(To be voted upon by the holders of Common
Stock voting as a separate class)
9. To ratify the appointment of Ernst & Young Mgmt For For
LLP as IAC's independent registered public
accounting firm for the 2020 fiscal year.
10. To hold an advisory vote on IAC's executive Mgmt For For
compensation.
--------------------------------------------------------------------------------------------------------------------------
INTERXION HOLDING N V Agenda Number: 935128567
--------------------------------------------------------------------------------------------------------------------------
Security: N47279109
Meeting Type: Special
Meeting Date: 27-Feb-2020
Ticker: INXN
ISIN: NL0009693779
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Legal Merger in accordance Mgmt For For
with the Legal Merger Proposal.
2. To approve the Legal Demerger in accordance Mgmt For For
with the Legal Demerger Proposal.
3. To approve (A) the Asset Sale and (B) the Mgmt For For
Post-Demerger Share Sale.
4. To approve (A) the dissolution of the Mgmt For For
Company, (B) the appointment of Stichting
Vereffening InterXion (a foundation under
Dutch law) as liquidator of the Company and
approval of reimbursement of the
Liquidator's reasonable salary and costs,
and (C) the appointment of Intrepid Midco
B.V., an affiliate of Buyer, as the
custodian of the books and records of the
Company in accordance with Section 2:24 of
the Dutch Civil Code.
5. To grant full and final discharge to each Mgmt For For
member of the Company's Board for their
acts of management or supervision, as
applicable, up to the date of the
Extraordinary General Meeting.
6. To approve the proposed conversion into a Mgmt For For
private company with limited liability (een
besloten vennootschap met beperkte
aansprakelijkheid) and amendment of the
articles of association of the Company as
set forth in Annex C of the proxy statement
and to authorize each lawyer, paralegal and
(prospective) civil law notary at De Brauw
Blackstone Westbroek N.V. in Amsterdam, to
execute the deed of conversion and
amendment of the articles of association of
the Company.
7. To appoint the following nominees: (i) Jeff Mgmt For For
Tapley as executive director, and (ii)
Andrew P. Power, (iii) Gregory S. Wright
and (iv) Joshua A. Mills, as non-executive
members of the Company's Board to replace
the resigning directors of the Company's
Board.
--------------------------------------------------------------------------------------------------------------------------
LEGACY ACQUISITION CORP. Agenda Number: 935086478
--------------------------------------------------------------------------------------------------------------------------
Security: 524643103
Meeting Type: Special
Meeting Date: 22-Oct-2019
Ticker: LGC
ISIN: US5246431036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To amend the Company's amended and restated Mgmt For For
certificate of incorporation to extend the
date by which the Company has to consummate
a business combination from November 21,
2019 to December 21, 2019, plus an option
for the Company to further extend such date
up to five times, initially to January 21,
2020 and thereafter by additional 30 day
periods each to May 20, 2020 (the "Extended
Date"), a copy of which is attached as
Exhibit A to the proxy statement and as
more fully described therein.
2. To amend the Company's investment Mgmt For For
management trust agreement, dated as of
November 16, 2017, by and between the
Company and Continental Stock Transfer &
Trust Company to extend the date on which
to commence liquidating the trust account
established in connection with the
Company's initial public offering in the
event the Company has not consummated a
business combination from November 21, 2019
to the Extended Date, a copy of which is
attached as Exhibit B to the proxy
statement and as more fully described
therein.
--------------------------------------------------------------------------------------------------------------------------
LEGACY ACQUISITION CORP. Agenda Number: 935110990
--------------------------------------------------------------------------------------------------------------------------
Security: 524643103
Meeting Type: Annual
Meeting Date: 31-Dec-2019
Ticker: LGC
ISIN: US5246431036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Andrew W. Code Mgmt For For
Steven A. Davis Mgmt For For
Sengal Selassie Mgmt For For
2. Ratification of independent registered Mgmt For For
public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
LEGACY ACQUISITION CORP. Agenda Number: 935170314
--------------------------------------------------------------------------------------------------------------------------
Security: 524643103
Meeting Type: Special
Meeting Date: 18-May-2020
Ticker: LGC
ISIN: US5246431036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: A Mgmt For For
proposal to approve and adopt an Amended
and Restated Share Exchange Agreement dated
as of December 2, 2019, as amended by that
First Amendment to the Amended and Restated
Share Exchange Agreement, dated as of March
13, 2020 (the "Share Exchange Agreement")
(a copy of the First Amendment is attached
to the proxy statement as Annex AA)
2. The NYSE Proposal: To consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal is approved
and adopted, the issuance of more than 20%
of Legacy's issued and outstanding common
stock in connection with the business
combination.
3. The Charter Amendment Proposal: To consider Mgmt For For
and vote upon a proposal to approve and
adopt, assuming the Business Combination
Proposal is approved and adopted, the
amendment of the amended and restated
certificate of incorporation of Legacy, a
copy of which is attached to the proxy
statement as Annex B (the "Charter
Amendment").
4A. Amended and Restated Charter Proposal A - Mgmt For For
Increase in Authorized Capital Stock: To
approve a provision in the proposed Amended
Charter, upon the Closing and the
conversion of the Company's Class F common
stock into the Company's Class A common
stock, increasing the authorized capital
stock of the post-business combination
company from 111,000,000 shares, consisting
of 100,000,000 shares of Class A common
stock, 10,000,000 shares of Class F common
stock and 1,000,000 shares of preferred
stock, to 201,000,000 shares.
4B. Amended and Restated Charter Proposal B - Mgmt For For
Elimination of Stockholder Action by
Written Consent: To approve and adopt an
amendment to our Charter that prohibits the
ability of stockholders to take actions by
written consent in lieu of a meeting, as
the stockholders of the post-business
combination company will only be able to
take action at a duly called meeting of
stockholders;"
4C. Amended and Restated Charter Proposal C - Mgmt For For
Additional Amendments: To approve and adopt
additional amendments to our Charter.
5. The Equity Incentive Plan Proposal: To Mgmt For For
consider and vote upon a proposal, assuming
the Business Combination Proposal is
approved and adopted, to approve and adopt
the Blue Impact Inc. Equity Incentive Plan,
a copy of which is attached to the proxy
statement as Annex D and material terms
thereunder;"
6. DIRECTOR
Darryl T.F. McCall Mgmt For For
Richard White Mgmt For For
Kenneth Robinson Mgmt For For
Zhe Wei Mgmt For For
Jun Ji Mgmt For For
Jeff Karish Mgmt For For
Brett Marchand Mgmt For For
Holly Zheng Mgmt For For
He Shen Mgmt For For
7. The Adjournment Proposal: To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the special meeting to a
later date or dates, if necessary.
--------------------------------------------------------------------------------------------------------------------------
LEGACY ACQUISITION CORP. Agenda Number: 935201183
--------------------------------------------------------------------------------------------------------------------------
Security: 524643103
Meeting Type: Special
Meeting Date: 18-May-2020
Ticker: LGC
ISIN: US5246431036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment Proposal: A Mgmt For For
proposal to amend (Extension Amendment) the
Company's amended and restated certificate
of incorporation (our "Charter"), as
amended by that amendment to the amended
and restated certificate of incorporation
of Legacy Acquisition Corp., dated October
22, 2019, to extend the date by which the
Company has to consummate a business
combination ("Extension") from May 20, 2020
to November 20, 2020 (the "Extended Date"),
a copy of which is attached as Exhibit A to
the proxy statement and as more fully
described therein
2. The Trust Amendment Proposal: A proposal to Mgmt For For
amend ("Trust Amendment") the Company's
investment management trust agreement
("Trust Agreement"), as amended by that
amendment no. 1 to investment management
trust agreement, by & between the Company
and Continental Stock Transfer & Trust
Company (Trustee), to extend date on which
to commence liquidating the trust account
("Trust Account") established in connection
with the Company's initial public offering
in the event the Company has not
consummated a business combination from May
20, 2020
--------------------------------------------------------------------------------------------------------------------------
LEGG MASON, INC. Agenda Number: 935198449
--------------------------------------------------------------------------------------------------------------------------
Security: 524901105
Meeting Type: Special
Meeting Date: 15-May-2020
Ticker: LM
ISIN: US5249011058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote on a proposal to Mgmt For For
approve the merger of Alpha Sub, Inc.
("Merger Sub"), a wholly-owned subsidiary
of Franklin Resources, Inc. ("Franklin")
with and into Legg Mason, Inc. (the
"Company") (which we refer to as the
"merger"), with the Company surviving the
merger as a wholly-owned subsidiary of
Franklin, and the other transactions
contemplated by the Agreement and Plan of
Merger (as amended from time to time, the
"merger agreement"), dated February 17,
2020, by and among the Company, Franklin,
and Merger Sub.
2. To consider and vote on a proposal to Mgmt For For
approve, by a non-binding advisory vote,
the compensation that may be paid or become
payable to the Company's named executive
officers that is based on or otherwise
relates to the merger and the other
transactions contemplated by the merger
agreement.
3. To consider and vote on a proposal to Mgmt For For
adjourn the special meeting to a later date
or time if necessary or appropriate, to
solicit additional proxies in favor of the
proposal to approve the merger and the
other transactions contemplated by the
merger agreement if there are insufficient
votes at the time of the special meeting to
approve the merger and the other
transactions contemplated by the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
LEISURE ACQUISITION CORP. Agenda Number: 935098170
--------------------------------------------------------------------------------------------------------------------------
Security: 52539T107
Meeting Type: Special
Meeting Date: 26-Nov-2019
Ticker: LACQ
ISIN: US52539T1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Second Amended and Restated
Certificate of Incorporation to extend the
date by which the Company must consummate a
business combination from December 5, 2019
to April 5, 2020.
2. Trust Amendment: Proposal to amend the Mgmt For For
Company's investment management trust
agreement, dated December 1, 2017, by and
between the Company and Continental Stock
Transfer & Trust Company to extend the date
on which to commence liquidating the trust
account established in connection with the
Company's initial public offering in the
event the Company has not consummated a
business combination by April 5, 2020.
3. DIRECTOR
Steven M. Rittvo Mgmt For For
David L. Weinstein Mgmt For For
4. Auditor Proposal: Proposal to ratify the Mgmt For For
selection by our Audit Committee of Marcum
LLP to serve as our independent registered
public accounting firm for the year ending
December 31, 2019.
5. Adjournment Proposal: Proposal to adjourn Mgmt For For
the Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
Special Meeting, there are not sufficient
votes to approve any of the foregoing
proposals.
--------------------------------------------------------------------------------------------------------------------------
LEISURE ACQUISITION CORP. Agenda Number: 935137491
--------------------------------------------------------------------------------------------------------------------------
Security: 52539T107
Meeting Type: Special
Meeting Date: 26-Mar-2020
Ticker: LACQ
ISIN: US52539T1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Second Amended and Restated
Certificate of Incorporation, as amended on
December 5, 2019, to extend the date by
which the Company must consummate a
business combination from April 5, 2020 to
June 30, 2020.
2. Trust Amendment: Proposal to amend the Mgmt For For
Company's investment management trust
agreement, dated December 1, 2017, as
amended on December 5, 2019, by and between
the Company and Continental Stock Transfer
& Trust Company to extend the date on which
to commence liquidating the trust account
established in connection with the
Company's initial public offering in the
event the Company has not consummated a
business combination from April 5, 2020 to
June 30, 2020.
3. Adjournment Proposal: Proposal to adjourn Mgmt For For
the Special Meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
Special Meeting, there are not sufficient
votes to approve any of the foregoing
proposals.
--------------------------------------------------------------------------------------------------------------------------
LEO HOLDINGS CORP. Agenda Number: 935126878
--------------------------------------------------------------------------------------------------------------------------
Security: G5463L105
Meeting Type: Special
Meeting Date: 11-Feb-2020
Ticker: LHC
ISIN: KYG5463L1059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Proposal: Extend the date that Mgmt For For
the Company has to consummate a business
combination from February 15, 2020 to July
31, 2020.
2. Adjournment Proposal: Adjourn the Mgmt For For
Extraordinary General Meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies in
the event that there are insufficient votes
for, or otherwise in connection with, the
approval of Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
LF CAPITAL ACQUISTION CORP Agenda Number: 935227276
--------------------------------------------------------------------------------------------------------------------------
Security: 50200K108
Meeting Type: Special
Meeting Date: 16-Jun-2020
Ticker: LFAC
ISIN: US50200K1088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Amended and Restated Certificate
of Incorporation, as previously amended, to
extend the date by which the Company must
consummate a business combination from June
22, 2020 to September 22, 2020.
2. Adjournment of the Special Meeting Proposal Mgmt For For
to direct the chairman of the special
meeting to adjourn the special meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Meeting, there are not
sufficient votes to approve the foregoing
proposal.
--------------------------------------------------------------------------------------------------------------------------
LIBERTY EXPEDIA HOLDINGS, INC. Agenda Number: 935058265
--------------------------------------------------------------------------------------------------------------------------
Security: 53046P109
Meeting Type: Special
Meeting Date: 26-Jul-2019
Ticker: LEXEA
ISIN: US53046P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the adoption of Agreement & Plan Mgmt For For
of Merger (as may be amended from time to
time, merger agreement), by and among
Expedia Group, Inc. (Expedia Group), LEMS I
LLC (Merger LLC), LEMS II Inc. (Merger Sub)
and Liberty Expedia Holdings, Inc. (Liberty
Expedia), pursuant to which Merger Sub will
merge with & into Liberty Expedia (first
merger) & immediately thereafter, Liberty
Expedia as the surviving corporation of
first merger will merge with & into Merger
LLC, with Merger LLC surviving as the
surviving company (together with first
merger, mergers).
2. A proposal to approve, by advisory Mgmt For For
(non-binding) vote, certain compensation
that may be paid or become payable to the
named executive officers of Liberty Expedia
in connection with the completion of the
mergers.
3. A proposal to approve the adjournment of Mgmt For For
the Liberty Expedia special meeting, if
necessary or appropriate, to solicit
additional proxies in favor of the proposal
to approve the merger agreement, if there
are insufficient votes at the time of such
adjournment to approve such proposal.
--------------------------------------------------------------------------------------------------------------------------
LIBERTY PROPERTY TRUST Agenda Number: 935119710
--------------------------------------------------------------------------------------------------------------------------
Security: 531172104
Meeting Type: Special
Meeting Date: 30-Jan-2020
Ticker: LPT
ISIN: US5311721048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the merger of a newly created Mgmt For For
indirect wholly owned subsidiary of Liberty
Property Trust ("Liberty") with and into
Liberty, with Liberty continuing as the
surviving entity and as an indirect wholly
owned subsidiary of Leaf Holdco Property
Trust, a current wholly owned subsidiary of
Liberty, followed by the merger of Leaf
Holdco Property Trust with and into Lambda
REIT Acquisition LLC, a wholly owned
subsidiary of Prologis, Inc., with Lambda
REIT Acquisition LLC continuing as the
surviving company.
2. To approve a non-binding advisory proposal Mgmt For For
to approve certain compensation that may be
paid or become payable to certain named
executive officers of Liberty in connection
with the Company Mergers and the other
transactions contemplated by the merger
agreement.
3. To approve one or more adjournments of the Mgmt For For
Liberty special meeting to another date,
time or place, if necessary, to solicit
additional proxies in favor of the proposal
to approve the Company Mergers on the terms
and conditions set forth in the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
LOGMEIN, INC Agenda Number: 935200775
--------------------------------------------------------------------------------------------------------------------------
Security: 54142L109
Meeting Type: Annual
Meeting Date: 11-Jun-2020
Ticker: LOGM
ISIN: US54142L1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class II Director: David J. Mgmt For For
Henshall
1B. Election of Class II Director: Peter J. Mgmt For For
Sacripanti
1C. Election of Class II Director: William R. Mgmt For For
Wagner
2. Ratification of appointment of Deloitte & Mgmt For For
Touche LLP as independent registered public
accounting firm for fiscal year ending
December 31, 2020.
3. Advisory vote for the approval of the Mgmt For For
Company's executive compensation.
--------------------------------------------------------------------------------------------------------------------------
LONGEVITY ACQUISITION CORPORATION Agenda Number: 935211982
--------------------------------------------------------------------------------------------------------------------------
Security: G56372132
Meeting Type: Special
Meeting Date: 22-May-2020
Ticker: LOAC
ISIN: VGG563721320
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Proposal: Amend Longevity's Mgmt For For
Amended and Restated Memorandum and
Articles of Association to extend the date
by Longevity must consummate a business
combination to November 30, 2020, by
amending the Amended and Restated
Memorandum and Articles of Association to
delete the existing Regulation 23.2 thereof
and replacing it with the new Regulation
23.2 in the form set forth in Annex A of
the accompanying proxy statement.
2. DIRECTOR
Jun Liu Mgmt For For
Pai Liu Mgmt For For
3. Adjournment Proposal: To direct the Mgmt For For
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve the Extension Proposal and
the Director Proposal.
--------------------------------------------------------------------------------------------------------------------------
MARATHON PETROLEUM CORPORATION Agenda Number: 935144333
--------------------------------------------------------------------------------------------------------------------------
Security: 56585A102
Meeting Type: Annual
Meeting Date: 29-Apr-2020
Ticker: MPC
ISIN: US56585A1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of an amendment to the company's Mgmt For For
Restated Certificate of Incorporation to
phase out the classified Board of
Directors.
2A. Election of Class III Director: Steven A. Mgmt For For
Davis (One-year term expiring in 2021 if
Item 1 is approved, or three year term
expiring in 2023 if Item 1 is not
approved).
2B. Election of Class III Director: J. Michael Mgmt For For
Stice (One-year term expiring in 2021 if
Item 1 is approved, or three year term
expiring in 2023 if Item 1 is not
approved).
2C. Election of Class III Director: John P. Mgmt For For
Surma (One-year term expiring in 2021 if
Item 1 is approved, or three year term
expiring in 2023 if Item 1 is not
approved).
2D. Election of Class III Director: Susan Mgmt For For
Tomasky (One-year term expiring in 2021 if
Item 1 is approved, or three year term
expiring in 2023 if Item 1 is not
approved).
3. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as the company's
independent auditor for 2020.
4. Approval, on an advisory basis, of the Mgmt For For
company's named executive officer
compensation.
5. Shareholder proposal seeking simple Shr For For
majority vote provisions.
6. Shareholder proposal seeking a report on Shr Against For
integrating community impacts into the
company's executive compensation program.
--------------------------------------------------------------------------------------------------------------------------
MASCO CORPORATION Agenda Number: 935174805
--------------------------------------------------------------------------------------------------------------------------
Security: 574599106
Meeting Type: Annual
Meeting Date: 12-May-2020
Ticker: MAS
ISIN: US5745991068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Keith J. Allman Mgmt For For
1b. Election of Director: J. Michael Losh Mgmt For For
1c. Election of Director: Christopher A. Mgmt For For
O'Herlihy
1d. Election of Director: Charles K. Stevens, Mgmt For For
III
2. To approve, by non-binding advisory vote, Mgmt For For
the compensation paid to the Company's
named executive officers, as disclosed
pursuant to the compensation disclosure
rules of the SEC, including the
Compensation Discussion and Analysis, the
compensation tables and the related
materials disclosed in the Proxy Statement.
3. To ratify the selection of Mgmt For For
PricewaterhouseCoopers LLP as independent
auditors for the Company for 2020.
--------------------------------------------------------------------------------------------------------------------------
MEGALITH FINANCIAL ACQUISITION CORP. Agenda Number: 935216677
--------------------------------------------------------------------------------------------------------------------------
Security: 58518F109
Meeting Type: Special
Meeting Date: 26-May-2020
Ticker: MFAC
ISIN: US58518F1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination from within 21 months from the
closing of the Company's initial public
offering ("IPO"), which is May 28, 2020, to
August 28, 2020 (or November 30, 2020 if
the Company has executed a definitive
agreement for a business combination by
August 28, 2020) or such earlier date as
determined by the Board.
2 Trust Amendment Proposal: Amend the Mgmt For For
Investment Management Trust Agreement,
dated Aug. 23, 2018, by and between the
Company and Continental Stock Transfer &
Trust Company ("Continental"), to extend
the date on which Continental must
liquidate the Trust Account established in
connection with the Company's initial
public offering if the Company has not
completed a business combination from May
28, 2020 to Aug. 28, 2020 (or Nov. 30, 2020
if the Company has executed a definitive
agreement for an initial business
combination by Aug 28. 2020).
3. DIRECTOR
Raj Date Mgmt For For
Eric Frank Mgmt For For
4. Adjournment Proposal: Adjourn the Special Mgmt For For
Meeting of stockholders to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of Proposal 1 and/or Proposal 2.
--------------------------------------------------------------------------------------------------------------------------
MELLANOX TECHNOLOGIES LTD. Agenda Number: 935056994
--------------------------------------------------------------------------------------------------------------------------
Security: M51363113
Meeting Type: Annual
Meeting Date: 25-Jul-2019
Ticker: MLNX
ISIN: IL0011017329
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Glenda Dorchak Mgmt For For
1b. Election of Director: Irwin Federman Mgmt For For
1c. Election of Director: Amal M. Johnson Mgmt For For
1d. Election of Director: Jack Lazar Mgmt For For
1e. Election of Director: Jon A. Olson Mgmt For For
1f. Election of Director: Umesh Padval Mgmt For For
1g. Election of Director: David Perlmutter Mgmt For For
1h. Election of Director: Steve Sanghi Mgmt For For
1i. Election of Director: Eyal Waldman Mgmt For For
1j. Election of Director: Gregory Waters Mgmt For For
2. Advisory vote to approve the compensation Mgmt For For
of the Company's named executive officers
("say-on-pay vote") as disclosed in the
compensation discussion and analysis,
compensation tables and narrative
discussion set forth in the proxy
statement.
3. Approval of the Fourth Restated Plan. Mgmt For For
4. Approval of certain changes to the annual Mgmt For For
retainer fees and equity awards to the
Company's non-employee directors.
5a. Do you have a Personal Interest (as defined Mgmt Take No Action
in the Proxy Statement) with regards to
Proposal 5b? By selecting FOR I confirm
that I DO NOT HAVE a Personal Interest and
by selecting AGAINST I confirm I DO HAVE a
Personal Interest in voting this proposal.
5b. Approval of the Company's Compensation Mgmt For For
Philosophy.
6. Approval of the appointment of EY Israel as Mgmt For For
the Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2019 and authorization of
audit committee to determine its fiscal
2019 remuneration in accordance with the
volume and nature of its services.
--------------------------------------------------------------------------------------------------------------------------
MILACRON HOLDINGS CORP Agenda Number: 935094716
--------------------------------------------------------------------------------------------------------------------------
Security: 59870L106
Meeting Type: Special
Meeting Date: 20-Nov-2019
Ticker: MCRN
ISIN: US59870L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of July 12, 2019, by and among
Hillenbrand, Inc., Bengal Delaware Holding
Corporation and Milacron Holdings Corp.
("Milacron"), as such Agreement and Plan of
Merger may be amended from time to time
(which is referred to as the merger
agreement), and approve the merger
contemplated thereby, which is further
described in the accompanying proxy
statement/prospectus, which is referred to
as the merger proposal.
2. To approve, by advisory (non-binding) vote, Mgmt For For
certain compensation arrangements that may
be paid or become payable to Milacron's
named executive officers in connection with
the merger contemplated by the merger
agreement.
3. To approve the adjournment of the special Mgmt For For
meeting to a later date or dates, if
necessary or appropriate, to solicit
additional proxies in the event there are
not sufficient votes at the time of the
special meeting to approve the merger
proposal.
--------------------------------------------------------------------------------------------------------------------------
MOSAIC ACQUISITION CORP Agenda Number: 935113340
--------------------------------------------------------------------------------------------------------------------------
Security: 61946M100
Meeting Type: Special
Meeting Date: 17-Jan-2020
Ticker: MOSC
ISIN: US61946M1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the Agreement and Plan of Merger,
dated as of September 15, 2019, by and
among Vivint Smart Home, Inc. ("Vivint
Smart Home"), Mosaic and Maiden Merger Sub,
Inc. and the transactions contemplated
thereby, pursuant to which Merger Sub will
merge with and into Vivint Smart Home with
Vivint Smart Home surviving the merger as a
wholly owned subsidiary of Mosaic (the
"merger").
2. To increase the number of authorized shares Mgmt For For
of capital stock of Mosaic and eliminate
the Class F common stock classification.
3. To require an affirmative vote of holders Mgmt For For
of at least 66.67% of the outstanding
shares of Mosaic Class A common stock to
amend, alter, repeal or rescind certain
provisions of the proposed charter for so
long as the Stockholder Parties
beneficially own, in the aggregate, less
than 30% of the total voting power of the
outstanding shares of Mosaic Class A common
stock.
4. To require an affirmative vote of holders Mgmt For For
of at least 66.67% of the outstanding
shares of Mosaic Class A common stock to
amend, alter, repeal or rescind the bylaws
of Mosaic for so long as the Stockholder
Parties beneficially own, in the aggregate,
less than 30% of the outstanding shares of
Mosaic Class A common stock.
5. To provide for (i) permitting the election Mgmt For For
of directors by a plurality of the votes
cast in respect of the shares present in
person or represented by proxy at the
meeting and entitled to vote on the
election of the directors, and (ii) the
filling of newly-created directorships or
any vacancy on the board by a majority vote
of the remaining directors then in office;
provided that if the Stockholder Parties
beneficially own, in the aggregate, less
than 30% of the total voting power of the
outstanding shares.
6. To provide for the removal of directors Mgmt For For
with or without cause by stockholders
voting a majority of the outstanding shares
of Mosaic Class A common stock; provided
that if Stockholder Parties beneficially
own, in the aggregate, less than 30% of the
total voting power of the outstanding
shares of Mosaic Class A common stock,
directors may be removed from office only
for cause and only by the affirmative vote
of holders of at least 66.67% of the
outstanding shares of Mosaic Class A common
stock.
7. To provide special meetings may be called Mgmt For For
only by the chairman or the board of
directors; provide that so long as the
Stockholder Parties beneficially own, in
the aggregate, at least 30% of the total
voting power of the outstanding shares of
Mosaic Class A common stock, a special
meeting can be called for any purposes at
the request of any Stockholder Party that
is an affiliate of the Blackstone Group
Inc.
8. To provide for the classification of Mgmt For For
Mosaic's board of directors into three
classes of directors with staggered three-
year terms of office and to make certain
related changes.
9. To elect not to be governed by Section 203 Mgmt For For
of the General Corporation Law of State of
Delaware (the "DGCL") and, instead, be
governed by a provision substantially
similar to Section 203 of the DGCL, except
that such provision excludes Blackstone,
any Blackstone Direct Transferee, and any
Blackstone Indirect Transferee (each as
defined in the proposed charter), or any of
their respective affiliates or successors
or any "group", or any member of any such
group, to which such persons are a party,
from the definition of "interested
stockholder".
10. To provide that the Court of Chancery of Mgmt For For
the State of Delaware or, if such court
does not have subject matter jurisdiction
thereof, another state or federal court
located within the State of Delaware, shall
be the exclusive forum for certain actions
and claims.
11. To eliminate various provisions applicable Mgmt For For
only to blank check companies.
12. Conditioned upon the approval of Proposals Mgmt For For
No. 2 through 11, a proposal to approve the
proposed charter, which includes the
approval of all other changes in the
proposed charter in connection with
replacing the existing charter with the
proposed charter as of the closing of the
merger.
13. The Fortress Issuance Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, for purposes of complying with
applicable listing rules of the New York
Stock Exchange (the "NYSE"), the issuance
of shares of Mosaic Class A common stock
pursuant to the Fortress Subscription
Agreement.
14. The Blackstone Issuance Proposal - To Mgmt For For
consider and vote upon a proposal to
approve, for purposes of complying with
applicable listing rules of the NYSE, the
issuance of shares of Mosaic Class A common
stock pursuant to the Blackstone
Subscription Agreements.
15. The Merger Issuance Proposal - To consider Mgmt For For
and vote upon a proposal to approve, for
purposes of complying with applicable
listing rules of the NYSE, the issuance of
shares of common stock pursuant to the
merger agreement.
16. The Incentive Plan Proposal - To consider Mgmt For For
and vote upon a proposal to approve and
adopt the 2020 Omnibus Plan.
17. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to adjourn Mosaic
Special Meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies if, based
upon tabulated vote at time of the Mosaic
Special Meeting, there are not sufficient
votes to approve the Business Combination
Proposal, Charter Proposals, the Fortress
Issuance Proposal, Blackstone Issuance
Proposal, Merger Issuance Proposal or
Incentive Plan Proposal, or holders of
Mosaic's public shares have elected to
redeem an amount of public shares
18. Additional Forward Purchaser Investment Mgmt No vote
Proposal - To consider and vote upon a
proposal to approve, for purposes of
complying with the applicable listing rules
of the NYSE, the issuance of shares of
Mosaic Class A common stock pursuant to the
Additional Forward Purchaser Subscription
Agreement.
--------------------------------------------------------------------------------------------------------------------------
MUDRICK CAPITAL ACQUISITION CORPORATION Agenda Number: 935114556
--------------------------------------------------------------------------------------------------------------------------
Security: 624745105
Meeting Type: Annual
Meeting Date: 19-Dec-2019
Ticker: MUDS
ISIN: US6247451056
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class I Director: Dennis Mgmt For For
Stogsdill
2. Ratification of the selection by the audit Mgmt For For
committee of WithumSmith+Brown, PC to serve
as our independent registered public
accounting firm for the year ending
December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
MUDRICK CAPITAL ACQUISITION CORPORATION Agenda Number: 935127046
--------------------------------------------------------------------------------------------------------------------------
Security: 624745105
Meeting Type: Special
Meeting Date: 10-Feb-2020
Ticker: MUDS
ISIN: US6247451056
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of an amendment to the Company's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") for an
additional six months, from February 12,
2020 (the "Current Termination Date") to
August 12, 2020 (the "Extended Termination
Date").
--------------------------------------------------------------------------------------------------------------------------
NEBULA ACQUISITION CORPORATION Agenda Number: 935112514
--------------------------------------------------------------------------------------------------------------------------
Security: 629076100
Meeting Type: Annual
Meeting Date: 18-Dec-2019
Ticker: NEBU
ISIN: US6290761005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David Kerko Mgmt For For
Ronald Lamb Mgmt For For
2. Ratification of the selection by the audit Mgmt For For
committee of WithumSmith+Brown, PC to serve
as our independent registered public
accounting firm for the year ending
December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
NEBULA ACQUISITION CORPORATION Agenda Number: 935115851
--------------------------------------------------------------------------------------------------------------------------
Security: 629076100
Meeting Type: Special
Meeting Date: 09-Jan-2020
Ticker: NEBU
ISIN: US6290761005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend Nebula's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") for an
additional five months, from January 12,
2020 to June 12, 2020, and permit holders
of public shares to redeem their shares for
their pro rata portion of the trust
account.
2. Adjournment of the Meeting: To direct the Mgmt For For
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve any of the foregoing
proposal.
--------------------------------------------------------------------------------------------------------------------------
NEBULA ACQUISITION CORPORATION Agenda Number: 935223367
--------------------------------------------------------------------------------------------------------------------------
Security: 629076100
Meeting Type: Special
Meeting Date: 09-Jun-2020
Ticker: NEBU
ISIN: US6290761005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend Nebula's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") from June 12,
2020 to June 30, 2020, and permit holders
of public shares to redeem their shares for
their pro rata portion of the trust
account.
2. Adjournment of the Meeting: To direct the Mgmt For For
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve any of the foregoing
proposal.
--------------------------------------------------------------------------------------------------------------------------
NEBULA ACQUISITION CORPORATION Agenda Number: 935231376
--------------------------------------------------------------------------------------------------------------------------
Security: 629076100
Meeting Type: Special
Meeting Date: 09-Jun-2020
Ticker: NEBU
ISIN: US6290761005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
consider and vote upon a proposal to
approve & adopt the Business Combination
Agreement, as may be amended, by and among
the Corporation, BRP Hold 11, Inc.
("Blocker"), the Blocker's sole
stockholder, Nebula Parent Corp.,
("ParentCo") NBLA Merger Sub LLC, NBLA
Merger Sub Corp., Open Lending, LLC ("Open
Lending"), and Shareholder Representative
Services LLC and the transactions
contemplated thereby, and the business
combination of the Corporation and Open
Lending as described therein (the "Business
Combination").
2A. To approve the Amended and Restated Mgmt For For
Certificate of Incorporation of ParentCo:
To increase the number of authorized shares
of the common stock of ParentCo, par value
$0.0001 per share, from 111,000,000 to
550,000,000 and the number of authorized
shares of ParentCo's preferred stock, par
value $0.0001 per share, from 1,000,000 to
10,000,000.
2B. To approve the Amended and Restated Mgmt For For
Certificate of Incorporation of ParentCo:
To change the vote required to remove a
director of ParentCo from a majority of the
voting power of all then outstanding shares
of capital stock entitled to vote generally
in the election of directors, voting
together as a single class to not less than
two-thirds (2/3) of the voting power of all
then outstanding shares of capital stock
entitled to vote generally in the election
of directors, voting together as a single
class.
2C. To approve the Amended and Restated Mgmt For For
Certificate of Incorporation of ParentCo:
To change the vote required to amend
ParentCo's bylaws from a majority of the
members of the Corporation's board or by
the stockholders, or by the affirmative
vote of at least a majority of the voting
power of all then outstanding shares of
capital stock of the Corporation entitled
to vote generally in the election of
directors, to not less than two-thirds
(2/3) of the outstanding shares of capital
stock generally entitled to vote, voting
together as a single class.
3. The Nasdaq Proposal: To consider and vote Mgmt For For
upon a proposal to approve, for purposes of
complying with applicable listing rules of
The Nasdaq Stock Market the issuance of
more than 20% of the current total issued
and outstanding shares of Nebula Common
Stock.
4. The 2020 Plan Proposal: To consider and Mgmt For For
vote upon a proposal to approve and adopt
the Open Lending Corporation 2020 Stock
Option and Incentive Plan and the material
terms thereunder.
5. The Stockholder Adjournment Proposal: To Mgmt For For
consider & vote upon a proposal to adjourn
SPECIAL MEETING to a later date or dates,
if necessary, to permit further
solicitation & vote of proxies if, based
upon tabulated vote at time of SPECIAL
MEETING, there are not sufficient votes to
approve one or more proposals presented to
stockholders for vote or Corporation's
Public Stockholders, have elected to redeem
an amount of Corporation's Class A Common
Stock such that minimum available cash
condition to obligation to closing of
Business Combination would not be
satisfied.
--------------------------------------------------------------------------------------------------------------------------
NEBULA ACQUISITION CORPORATION Agenda Number: 935231388
--------------------------------------------------------------------------------------------------------------------------
Security: 629076118
Meeting Type: Special
Meeting Date: 09-Jun-2020
Ticker: NEBUW
ISIN: US6290761187
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Warrant Amendment Proposal: To consider Mgmt Against Against
and vote upon a proposal to approve and
adopt an amendment to the terms of the
warrant agreement governing the
Corporation's outstanding warrants to
provide that, upon consummation of the
Business Combination, as defined in the
proxy statement/prospectus, each of the
warrants issued in the Corporation's
initial public offering ("Public
Warrants"), which entitle holder to
purchase one share of the Corporation's
Class A Common Stock, will be exchanged for
cash in the amount of $1.50 per Public
Warrant.
2. The Warrantholder Adjournment Proposal: To Mgmt Against Against
consider and vote upon a proposal to
adjourn the SPECIAL MEETING OF
WARRANTHOLDERS to a later date or dates, if
necessary or desirable, to permit further
solicitation and vote of proxies, in the
event that there are not sufficient votes
to approve the Warrant Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
NEW FRONTIER CORPORATION Agenda Number: 935111966
--------------------------------------------------------------------------------------------------------------------------
Security: G6485P108
Meeting Type: Special
Meeting Date: 12-Dec-2019
Ticker: NFC
ISIN: KYG6485P1081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 The Business Combination Proposal. Mgmt For For
RESOLVED, as an ordinary resolution, that
the entry into, and the adoption of, the
Transaction Agreement, dated as of July 30,
2019, as may be amended from time to time
(the "Transaction Agreement"), by and among
New Frontier Corporation ("NFC"), NF
Unicorn Acquisition L.P., a Cayman Islands
exempted limited partnership and wholly
owned indirect subsidiary of NFC, Healthy
Harmony Holdings, L.P., a Cayman Islands
exempted limited partnership ("Healthy
Harmony"), Healthy Harmony GP, Inc.,
2 The Charter Approval Proposal. RESOLVED, as Mgmt For For
a special resolution, conditional upon, and
with effect from, the closing of the
business combination contemplated by the
Transaction Agreement, that the amended and
restated memorandum and articles of
association of New Frontier Corporation
currently in effect be amended and restated
by their deletion in their entirety and the
substitution in their place of the amended
and restated memorandum and articles of
association of New Frontier Health
Corporation annexed to the proxy statement
as Annex C.
3 Charter Proposal A: RESOLVED, as an Mgmt For For
ordinary resolution, conditional upon, and
with effect from, the closing of the
business combination contemplated by the
Transaction Agreement, that the increase of
the authorized share capital: from
US$20,100 divided into 180,000,000 Class A
ordinary shares of a par value of US$0.0001
each, 20,000,000 Class B ordinary shares of
a par value of US$0.0001 each and 1,000,000
preference shares of a par value of
US$0.0001 each. to US$50,000 divided into
490,000,000 ordinary shares of a par value
of US$0.0001
4 Charter Proposal B: RESOLVED, as a special Mgmt For For
resolution, conditional upon, and with
effect from, the closing of the business
combination contemplated by the Transaction
Agreement, that the provision in the
amended and restated memorandum and
articles of association of New Frontier
Health Corporation annexed to the proxy
statement as Annex C providing that each
director of New Frontier Health Corp. will
be elected annually at each annual general
meeting (or extraordinary general meeting
in lieu thereof) following the closing of
business.
5 Charter Proposal C: RESOLVED, as a special Mgmt For For
resolution, conditional upon, and with
effect from, the closing of the business
combination contemplated by the Transaction
Agreement, that: (a) as a special
resolution, conditional upon, and with
effect from, the closing of the business
combination contemplated by the Transaction
Agreement, that the name of the Company is
changed from "New Frontier Corporation" to
"New Frontier Health Corporation"; and (b)
the amended and restated memorandum and
articles of association of New Frontier
Corp.
6. DIRECTOR
Qiyu Chen Mgmt For For
Roberta Lipson Mgmt For For
Shan Fu Mgmt For For
David Zeng Mgmt For For
7 The Share Issuance Proposal. RESOLVED, as Mgmt For For
an ordinary resolution, that, assuming the
Business Combination Proposal is approved
and adopted, for the purposes of complying
with the applicable listing rules of The
New York Stock Exchange (the "NYSE"), the
issuance by New Frontier Corporation of (i)
19,000,000 Class A ordinary shares of a par
value of US$0.0001 each to the anchor
investors pursuant to the Forward Purchase
Agreements. (ii) up to 71,148,186 Class A
ordinary shares of a par value of US$0.0001
to certain accredited investors.
8 The Incentive Award Plan Proposal. Mgmt For For
RESOLVED, as an ordinary resolution, that,
assuming the Business Combination Proposal
is approved and adopted, the New Frontier
Health Corporation 2019 Omnibus Incentive
Plan be approved and adopted in all
respects.
9 The Adjournment Proposal. RESOLVED, as an Mgmt For For
ordinary resolution, that the adjournment
of the general meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
general meeting, any of the condition
precedent proposals would not be duly
approved and adopted by our shareholders or
we determine that one or more of the
closing conditions under the Transaction
Agreement is not satisfied or waived be
approved and adopted in all respects.
--------------------------------------------------------------------------------------------------------------------------
OAKTREE CAPITAL GROUP, LLC Agenda Number: 935057198
--------------------------------------------------------------------------------------------------------------------------
Security: 674001201
Meeting Type: Consent
Meeting Date: 23-Jul-2019
Ticker: OAK
ISIN: US6740012017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, by and among Oaktree, Brookfield,
Oslo Holdings LLC, a Delaware limited
liability company ("SellerCo"), Oslo
Holdings Merger Sub LLC, a Delaware limited
liability company ("Seller MergerCo"), and
Berlin Merger Sub, LLC, a Delaware limited
liability company ("Berlin Merger Sub"),
pursuant to which (i) Berlin Merger Sub
will merge with and into Oaktree (the
"initial merger"), with Oaktree surviving
such merger and (ii) SellerCo will merge
with and into Seller MergerCo.
2. Adoption of following resolution, on a Mgmt For For
non-binding, advisory basis: "RESOLVED,
that the compensation that will or may be
made to Oaktree's named executive officers
in connection with mergers, & agreements or
understandings pursuant to which such
compensation will or may be made, in each
case, as disclosed pursuant to Item 402(t)
of Regulation S-K under heading "Special
Factors-Interests of Oaktree Directors &
Executive Officers in the Mergers"
beginning on page 97 of the consent
solicitation statement/prospectus, which is
part of Registration Statement.
--------------------------------------------------------------------------------------------------------------------------
OPES ACQUISITION CORP. Agenda Number: 935078736
--------------------------------------------------------------------------------------------------------------------------
Security: 68373P100
Meeting Type: Special
Meeting Date: 16-Sep-2019
Ticker: OPES
ISIN: US68373P1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to November 15, 2019.
2. Early Termination: Approve the Company's Mgmt For For
early winding up and redemption of 100% of
the outstanding public shares if determined
by the Company's board of directors.
--------------------------------------------------------------------------------------------------------------------------
OPES ACQUISITION CORP. Agenda Number: 935100242
--------------------------------------------------------------------------------------------------------------------------
Security: 68373P100
Meeting Type: Special
Meeting Date: 15-Nov-2019
Ticker: OPES
ISIN: US68373P1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to January 15, 2020.
2. Early Termination: Approve the Company's Mgmt For For
early winding up and redemption of 100% of
the outstanding public shares if determined
by the Company's board of directors.
--------------------------------------------------------------------------------------------------------------------------
OPES ACQUISITION CORP. Agenda Number: 935121032
--------------------------------------------------------------------------------------------------------------------------
Security: 68373P100
Meeting Type: Special
Meeting Date: 15-Jan-2020
Ticker: OPES
ISIN: US68373P1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to March 16, 2020.
2. Early Termination: Approve the Company's Mgmt For For
early winding up and redemption of 100% of
the outstanding public shares if determined
by the Company's board of directors.
--------------------------------------------------------------------------------------------------------------------------
OPES ACQUISITION CORP. Agenda Number: 935139180
--------------------------------------------------------------------------------------------------------------------------
Security: 68373P100
Meeting Type: Special
Meeting Date: 16-Mar-2020
Ticker: OPES
ISIN: US68373P1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to June 18, 2020.
2. Early Termination: Approve the Company's Mgmt For For
early winding up and redemption of 100% of
the outstanding public shares if determined
by the Company's board of directors.
--------------------------------------------------------------------------------------------------------------------------
PIVOTAL ACQUISITION CORP. Agenda Number: 935109163
--------------------------------------------------------------------------------------------------------------------------
Security: 72583A101
Meeting Type: Annual
Meeting Date: 18-Dec-2019
Ticker: PVT
ISIN: US72583A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Reorganization, dated as of May 20,
2019, as amended by and among Pivotal
Acquisition Corp., Pivotal Merger Sub
Corp., LD Topco, Inc., and, solely in its
capacity as representative of the
stockholders of LD Topco, Carlyle Equity
Opportunity GP, L.P., and the transactions
contemplated thereby.
2A. To approve the following amendment to Mgmt For For
Pivotal's current amended and restated
certificate of incorporation: to change the
name of the company to "KLDiscovery Inc."
2B. To approve the following amendment to Mgmt For For
Pivotal's current amended and restated
certificate of incorporation: to incurease
Pivotal's capitalization so that it will
have 200,000,000 authorized shares of a
single class of common stock and 1,000,000
authorized shares of preferred stock.
2C. To approve the following amendment to Mgmt For For
Pivotal's current amended and restated
certificate of incorporation: to delete the
various provisions applicable only to
special purpose acquisition corporations.
3. DIRECTOR
Richard J. Williams+ Mgmt For For
Kevin Griffin+ Mgmt For For
Donna Morea++ Mgmt For For
Jonathan J. Ledecky++ Mgmt For For
Evan Morgan++ Mgmt For For
Christopher J Weiler+++ Mgmt For For
Daniel F. Akerson+++ Mgmt For For
William Darman+++ Mgmt For For
4. To approve the adoption of the 2019 Mgmt For For
Incentive Award Plan.
5. To approve the adoption of the 2019 Mgmt For For
Employee Stock Purchase Plan.
6. To adjourn the special meeting to a later Mgmt For For
date or dates, if necessary, if Pivotal is
unable to consummate the business
combination for any reason.
--------------------------------------------------------------------------------------------------------------------------
PURE ACQUISITION CORP. Agenda Number: 935084183
--------------------------------------------------------------------------------------------------------------------------
Security: 74621Q106
Meeting Type: Annual
Meeting Date: 10-Oct-2019
Ticker: PACQ
ISIN: US74621Q1067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Proposal - To amend the Mgmt For For
Company's second amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a business combination from October 17,
2019 to February 21, 2020.
2) The Election of Director - To elect Jared Mgmt For For
S. Sturdivant to serve as the Class A
director on the Company's Board of
Directors until the 2022 annual meeting of
stockholders or until his successor is
elected and qualified.
3) The Auditor Proposal - To ratify the Mgmt For For
selection by the Company's audit committee
of WithumSmith+Brown, PC to serve as the
Company's independent registered public
accounting firm for the year ending
December 31, 2019.
4) The Adjournment Proposal - to approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of proposal
1.
--------------------------------------------------------------------------------------------------------------------------
PURE ACQUISITION CORP. Agenda Number: 935129836
--------------------------------------------------------------------------------------------------------------------------
Security: 74621Q106
Meeting Type: Special
Meeting Date: 20-Feb-2020
Ticker: PACQ
ISIN: US74621Q1067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Amendment Proposal - To amend Mgmt For For
the Company's second amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a business combination from February 21.
2020 to May 21, 2020.
2) The Adjournment Proposal - to approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of proposal
1.
--------------------------------------------------------------------------------------------------------------------------
PURE ACQUISITION CORP. Agenda Number: 935214483
--------------------------------------------------------------------------------------------------------------------------
Security: 74621Q106
Meeting Type: Special
Meeting Date: 15-May-2020
Ticker: PACQ
ISIN: US74621Q1067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Amendment Proposal - To amend Mgmt For For
the Company's second amended and restated
certificate of incorporation to extend the
date by which the Company has to consummate
a business combination from May 21, 2020 to
August 21, 2020, or such earlier date as
determined by the Board.
2) The Adjournment Proposal - To approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of proposal
1.
--------------------------------------------------------------------------------------------------------------------------
QIAGEN N.V. Agenda Number: 935236085
--------------------------------------------------------------------------------------------------------------------------
Security: N72482123
Meeting Type: Annual
Meeting Date: 30-Jun-2020
Ticker: QGEN
ISIN: NL0012169213
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Proposal to adopt the Annual Accounts for Mgmt For For
the year ended December 31, 2019 ("Calendar
Year 2019").
2 Proposal to cast a favorable non-binding Mgmt For For
advisory vote in respect of the
Remuneration Report 2019.
3 Proposal to discharge from liability the Mgmt For For
Managing Directors for the performance of
their duties during Calendar Year 2019.
4 Proposal to discharge from liability the Mgmt For For
Supervisory Directors for the performance
of their duties during Calendar Year 2019.
5A Re-appointment of the Supervisory Director: Mgmt For For
Mr. Stephane Bancel
5B Re-appointment of the Supervisory Director: Mgmt For For
Dr. Hakan Bjorklund
5C Re-appointment of the Supervisory Director: Mgmt For For
Dr. Metin Colpan
5D Re-appointment of the Supervisory Director: Mgmt For For
Prof. Dr. Ross L. Levine
5E Re-appointment of the Supervisory Director: Mgmt For For
Prof. Dr. Elaine Mardis
5F Re-appointment of the Supervisory Director: Mgmt For For
Mr. Lawrence A. Rosen
5G Re-appointment of the Supervisory Director: Mgmt For For
Ms. Elizabeth E. Tallett
6A Reappointment of the Managing Director: Mr. Mgmt For For
Roland Sackers
6B Reappointment of the Managing Director: Mr. Mgmt For For
Thierry Bernard
7 Proposal to adopt the Remuneration Policy Mgmt For For
with respect to the Managing Board.
8A Remuneration of the Supervisory Board: Mgmt For For
Proposal to adopt the Remuneration Policy
with respect to the Supervisory Board.
8B Remuneration of the Supervisory Board: Mgmt For For
Proposal to determine the remuneration of
members of the Supervisory Board.
9 Proposal to reappoint KPMG Accountants N.V. Mgmt For For
as auditors of the Company for the calendar
year ending December 31, 2020.
10A Proposal to authorize the Supervisory Mgmt For For
Board, until December 30, 2021 to: Issue a
number of ordinary shares and financing
preference shares and grant rights to
subscribe for such shares of up to 50% of
the aggregate par value of all shares
issued and outstanding.
10B Proposal to authorize the Supervisory Mgmt For For
Board, until December 30, 2021 to: Restrict
or exclude the pre-emptive rights with
respect to issuing ordinary shares or
granting subscription rights of up to 10%
of the aggregate par value of all shares
issued and outstanding.
10C Proposal to authorize the Supervisory Mgmt For For
Board, until December 30, 2021 to: Solely
for the purpose of strategic transactions
such as mergers, acquisitions or strategic
alliances, to restrict or exclude the
pre-emptive rights with respect to issuing
additional ordinary shares or granting
subscription rights of up to 10% of the
aggregate par value of all shares issued
and outstanding.
11 Proposal to authorize the Managing Board, Mgmt For For
until December 30, 2021, to acquire shares
in the Company's own share capital.
12 Proposal to resolve upon the conditional Mgmt For For
amendment of the Company's Articles of
Association (Part I).
13 Proposal to resolve upon the conditional Mgmt For For
Back-End Resolution.
14A Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Dr. Hakan Bjorklund
14B Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Mr. Michael A. Boxer
14C Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Mr. Paul G. Parker
14D Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Mr. Gianluca Pettiti
14E Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Mr. Anthony H. Smith
14F Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Ms. Barbara W. Wall
14G Conditional (re)appointment of the Mgmt For For
Supervisory Director with effect as from
the Settlement: Mr. Stefan Wolf
15 Proposal to resolve upon the conditional Mgmt For For
acceptance of the resignation of, and
discharge from liability of the resigning
Supervisory Directors up to the date of the
Annual General Meeting.
16 Proposal to resolve upon the conditional Mgmt For For
amendment of the Company's Articles of
Association (Part III).
--------------------------------------------------------------------------------------------------------------------------
RA PHARMACEUTICALS, INC. Agenda Number: 935105898
--------------------------------------------------------------------------------------------------------------------------
Security: 74933V108
Meeting Type: Special
Meeting Date: 17-Dec-2019
Ticker: RARX
ISIN: US74933V1089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The proposal to adopt the Merger Agreement. Mgmt For For
2. The proposal to approve the adjournment of Mgmt For For
the Special Meeting to a later date or
dates if necessary to solicit additional
proxies if there are insufficient votes to
approve the proposal to adopt the Merger
Agreement at the time of the Special
Meeting.
--------------------------------------------------------------------------------------------------------------------------
REPAY HOLDINGS CORPORATION Agenda Number: 935151061
--------------------------------------------------------------------------------------------------------------------------
Security: 76029L118
Meeting Type: Consent
Meeting Date: 21-Apr-2020
Ticker: RPAYW
ISIN: US76029L1180
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. CONSENT TO THE PROPOSED AMENDMENTS. ( FOR = Mgmt For
ACCEPT, AGAINST = REJECT )
--------------------------------------------------------------------------------------------------------------------------
SCHULTZE SPECIAL PURPOSE ACQUISITION Agenda Number: 935224307
--------------------------------------------------------------------------------------------------------------------------
Security: 80821R109
Meeting Type: Special
Meeting Date: 09-Jun-2020
Ticker: SAMA
ISIN: US80821R1095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date by
which the Company has to consummate a
business combination from June 13, 2020 to
September 30, 2020.
2. DIRECTOR
William G. LaPerch Mgmt For For
William T. Allen Mgmt For For
3. The Auditor Proposal: To ratify the Mgmt For For
selection by our audit committee of Marcum
LLP to serve as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
SENTINEL ENERGY SERVICES INC Agenda Number: 935096520
--------------------------------------------------------------------------------------------------------------------------
Security: 81728P105
Meeting Type: Special
Meeting Date: 06-Nov-2019
Ticker: STNL
ISIN: US81728P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To amend the Company's certificate of Mgmt Against Against
incorporation ("charter") to extend the
date by which Company has to consummate a
merger, capital stock exchange, asset
acquisition, stock purchase, reorganization
or similar business combination, involving
the Company and one or more businesses,
which we refer to as a "business
combination" from November 7, 2019 to May
31, 2020 (or August 31, 2020 if we have
executed a definitive agreement or binding
term sheet for an initial business
combination by May 31, 2020) (the
"Extension Amendment Proposal").
2. To approve the adjournment of the special Mgmt Against Against
meeting to a later date or dates, if
necessary or appropriate, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes
for, or otherwise in connection with, the
approval of the Extension Amendment
Proposal (the "Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
SPARK THERAPEUTICS, INC. Agenda Number: 935063494
--------------------------------------------------------------------------------------------------------------------------
Security: 84652J103
Meeting Type: Annual
Meeting Date: 05-Sep-2019
Ticker: ONCE
ISIN: US84652J1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Anand Mehra, MD Mgmt For For
Robert J. Perez Mgmt For For
Lota Zoth Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation paid to the Company's named
executive officers.
3. To ratify the appointment of KPMG LLP as Mgmt For For
the Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
SUNTRUST BANKS, INC. Agenda Number: 935057655
--------------------------------------------------------------------------------------------------------------------------
Security: 867914103
Meeting Type: Special
Meeting Date: 30-Jul-2019
Ticker: STI
ISIN: US8679141031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Amended Agreement and Plan Mgmt For For
of Merger, dated as of February 7, 2019, as
amended as of June 14, 2019 (as further
amended from time to time, the "Merger
Agreement"), by and between BB&T
Corporation, a North Carolina corporation,
and SunTrust Banks, Inc., a Georgia
corporation ("SunTrust") (the "SunTrust
merger proposal").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the executive officer compensation
that will or may be paid to SunTrust's
named executive officers in connection with
the transactions contemplated by the Merger
Agreement.
3. To adjourn the SunTrust special meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies if, immediately prior to
such adjournment, there are not sufficient
votes to approve the SunTrust merger
proposal or to ensure that any supplement
or amendment to the accompanying joint
proxy statement/prospectus is timely
provided to holders of SunTrust common
stock and holders of SunTrust preferred
stock.
--------------------------------------------------------------------------------------------------------------------------
T-MOBILE US, INC. Agenda Number: 935192524
--------------------------------------------------------------------------------------------------------------------------
Security: 872590104
Meeting Type: Annual
Meeting Date: 04-Jun-2020
Ticker: TMUS
ISIN: US8725901040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Marcelo Claure Mgmt For For
Srikant M. Datar Mgmt For For
Ronald D. Fisher Mgmt For For
Srini Gopalan Mgmt For For
Lawrence H. Guffey Mgmt For For
Timotheus Hottges Mgmt For For
Christian P. Illek Mgmt For For
Stephen R. Kappes Mgmt For For
Raphael Kubler Mgmt For For
Thorsten Langheim Mgmt For For
G. Michael Sievert Mgmt For For
Teresa A. Taylor Mgmt For For
Kelvin R. Westbrook Mgmt For For
2. Ratification of the Appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
Independent Registered Public Accounting
Firm for Fiscal Year 2020.
3. Advisory Vote to Approve the Compensation Mgmt For For
Provided to the Company's Named Executive
Officers for 2019.
4. Stockholder Proposal for Limitations on Shr Against For
Accelerated Vesting of Equity Awards in the
Event of a Change of Control.
--------------------------------------------------------------------------------------------------------------------------
TALLGRASS ENERGY, LP Agenda Number: 935148723
--------------------------------------------------------------------------------------------------------------------------
Security: 874696107
Meeting Type: Special
Meeting Date: 16-Apr-2020
Ticker: TGE
ISIN: US8746961072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The approval and adoption of the Agreement Mgmt For For
and Plan of Merger, dated as of December
16, 2019, by and among Tallgrass Energy,
LP, Tallgrass Energy GP, LLC, Prairie
Private Acquiror LP and Prairie Merger Sub
LLC, as it may be amended from time to
time, and the transactions contemplated
thereby, including the merger of Prairie
Private Acquiror LP with and into Tallgrass
Energy, LP.
--------------------------------------------------------------------------------------------------------------------------
TAUBMAN CENTERS, INC. Agenda Number: 935238065
--------------------------------------------------------------------------------------------------------------------------
Security: 876664103
Meeting Type: Special
Meeting Date: 25-Jun-2020
Ticker: TCO
ISIN: US8766641034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt and approve the Agreement and Plan Mgmt For For
of Merger, dated as of February 9, 2020, by
and among Simon Property Group, Inc., Simon
Property Group, L.P., Silver Merger Sub 1,
LLC ("Merger Sub 1"), Silver Merger Sub 2,
LLC, Taubman Centers, Inc. ("Taubman") and
The Taubman Realty Group Limited
Partnership, and the transactions
contemplated thereby (the "Transactions"),
including the merger of Taubman with and
into Merger Sub 1 (the "REIT Merger"), as
more particularly described in the Proxy
Statement.
2. To approve, on a non-binding, advisory Mgmt For For
basis, specified compensation that may
become payable to Taubman's named executive
officers in connection with the REIT Merger
and the other Transactions, as more
particularly described in the Proxy
Statement.
3. To approve an adjournment of the special Mgmt For For
meeting, even if a quorum is present, if
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting to approve Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
TD AMERITRADE HOLDING CORPORATION Agenda Number: 935216627
--------------------------------------------------------------------------------------------------------------------------
Security: 87236Y108
Meeting Type: Special
Meeting Date: 04-Jun-2020
Ticker: AMTD
ISIN: US87236Y1082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to approve and adopt the Agreement Mgmt For For
and Plan of Merger, dated as of November
24, 2019, by and among The Charles Schwab
Corporation, Americano Acquisition Corp.
and TD Ameritrade Holding Corporation ("TD
Ameritrade"), as it may be amended from
time to time (the "merger agreement").
2. Proposal to approve, on a non-binding, Mgmt For For
advisory basis, certain compensation
arrangements that may be paid or become
payable to TD Ameritrade's named executive
officers in connection with the merger
contemplated by the merger agreement.
3. Proposal to approve the adjournment of the Mgmt For For
TD Ameritrade special meeting from time to
time if necessary to solicit additional
proxies if there are not sufficient votes
to approve and adopt the merger agreement
at the time of the TD Ameritrade special
meeting or any adjournment or postponement
thereof.
--------------------------------------------------------------------------------------------------------------------------
TECH DATA CORPORATION Agenda Number: 935122995
--------------------------------------------------------------------------------------------------------------------------
Security: 878237106
Meeting Type: Special
Meeting Date: 12-Feb-2020
Ticker: TECD
ISIN: US8782371061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and adopt the Agreement and Plan of Mgmt For For
Merger, dated as of November 12, 2019, as
amended on November 27, 2019 by that
certain Amendment No. 1 to the Agreement
and Plan of Merger, among Tech Data
Corporation, Tiger Midco, LLC and Tiger
Merger Sub Co. (as may be amended from time
to time, the "Merger Agreement").
2. Approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to Tech Data Corporation's
named executive officers in connection with
the merger.
3. Approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate,
including to solicit additional proxies if
there are insufficient votes at the time of
the special meeting to approve Proposal 1
(to approve and adopt the Merger Agreement)
or in the absence of a quorum.
--------------------------------------------------------------------------------------------------------------------------
THE STARS GROUP INC. Agenda Number: 935168155
--------------------------------------------------------------------------------------------------------------------------
Security: 85570W100
Meeting Type: Special
Meeting Date: 24-Apr-2020
Ticker: TSG
ISIN: CA85570W1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To consider, and, if deemed advisable, to Mgmt For For
approve, with or without variation, a
special resolution, the full text of which
is set forth in Appendix A of the
accompanying management information
circular dated March 26, 2020 (the
"Information Circular"), to approve a plan
of arrangement under section 182 of the
Business Corporations Act (Ontario)
involving The Stars Group Inc. and Flutter
Entertainment plc, all as more particularly
described in the Information Circular.
--------------------------------------------------------------------------------------------------------------------------
THUNDER BRIDGE ACQUISITION, LTD. Agenda Number: 935056742
--------------------------------------------------------------------------------------------------------------------------
Security: G8857R100
Meeting Type: Special
Meeting Date: 10-Jul-2019
Ticker: TBRG
ISIN: KYG8857R1002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Domestication Proposal - To approve the Mgmt For For
following resolution to change the
corporate structure and domicile of Thunder
Bridge by way of continuation from an
exempted company incorporated under the
laws of the Cayman Islands to a corporation
incorporated under the laws of the State of
Delaware. "It is resolved as special
resolutions that Thunder Bridge
Acquisition, Ltd. be de-registered in the
Cayman Islands pursuant to Article 47 of
the Amended and Restated Articles of
Association of ...(due to space limits, see
proxy material for full proposal).
2. The Business Combination Proposal - To Mgmt For For
approve the following resolution to approve
and adopt the Second Amended and Restated
Agreement and Plan of Merger dated
effective as of January 21, 2019 (as
amended or supplemented from time to time,
the "Merger Agreement") by and among
Thunder Bridge, TB Acquisition Merger Sub
LLC ("Merger Sub"), Hawk Parent Holdings
LLC ("Repay") and, solely in its capacity
as the securityholder representative
thereunder, CC Payment Holdings, L.L.C.,
and the transactions ...(due to space
limits, see proxy material for full
proposal).
3. The 2019 Equity Incentive Plan Proposal - Mgmt For For
To approve the following resolution to
approve and adopt the Repay Holdings
Corporation Omnibus Incentive Plan (the
"2019 Equity Incentive Plan"). "It is
resolved as an ordinary resolution that the
2019 Equity Incentive Plan be approved and
adopted in all respects."
4. DIRECTOR
Richard E. Thornburgh Mgmt For For
Paul R. Garcia Mgmt For For
Shaler Alias Mgmt For For
Jeremy Schein Mgmt For For
Robert H. Hartheimer Mgmt For For
Maryann Goebel Mgmt For For
William Jacobs Mgmt For For
John Morris Mgmt For For
Peter J. Kight Mgmt For For
5. The Articles Amendment Proposal - To Mgmt For For
approve the following resolution to approve
and adopt the amendments to the Articles in
the Memorandum and Articles of Association
so that the prohibition on Thunder Bridge
having net tangible assets of less than
US$5,000,001 upon the completion of a
business combination is revised to apply
immediately prior to the completion of a
business combination and measures only the
net tangible assets of Thunder Bridge,
without regard to the assets or liabilities
...(due to space limits, see proxy material
for full proposal).
6. The Nasdaq Proposal - To approve the Mgmt For For
following resolution, which shall approve,
for purposes of complying with Nasdaq
Listing Rule 5635(d), the issuance of 13.5
million Class A ordinary shares in the PIPE
Financing (as defined in the accompanying
proxy statement/prospectus), in connection
with the completion of the Business
Combination. "It is resolved as an ordinary
resolution that the issuance of 13.5
million Class A ordinary shares in the PIPE
Financing be approved and adopted in all
respects."
7. The Shareholder Adjournment Proposal - To Mgmt For For
approve the following resolution to adjourn
the Shareholders Meeting to a later date or
dates, if necessary to permit further
solicitation and vote of proxies if it is
determined by Thunder Bridge that more time
is necessary or appropriate to approve one
or more proposals at the Shareholders
Meeting. "It is resolved as an ordinary
resolution that the adjournment of the
Shareholders Meeting to a later date or
dates, if necessary to permit further
...(due to space limits, see proxy material
for full proposal).
7a. SHAREHOLDER CERTIFICATION: I hereby certify Mgmt Take No Action
that I am not acting in concert, or as a
"group" (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as
amended), with any other shareholder with
respect to the ordinary shares of Thunder
Bridge owned by me. I further certify that
I am not exercising Redemption Rights with
respect to 15% or more of Thunder Bridge's
Public Shares.
--------------------------------------------------------------------------------------------------------------------------
THUNDER BRIDGE ACQUISITION, LTD. Agenda Number: 935056754
--------------------------------------------------------------------------------------------------------------------------
Security: G8857R126
Meeting Type: Special
Meeting Date: 10-Jul-2019
Ticker: TBRGW
ISIN: KYG8857R1267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Warrant Amendment Proposal - To approve Mgmt For For
and adopt an amendment to the warrant
agreement that governs all of Thunder
Bridge's outstanding warrants to provide
that, immediately prior to the consummation
of the Business Combination (as defined in
the proxy statement/prospectus), (i) each
of Thunder Bridge's outstanding warrants,
which currently entitle the holder thereof
to purchase one Class A ordinary share of
Thunder Bridge at an exercise price of
$11.50 per share, will become exercisable
for ...(due to space limits, see proxy
material for full proposal).
2. The Warrant Holders Adjournment Proposal - Mgmt For For
To approve a proposal to adjourn the
Special Meeting to a later date or dates,
if necessary to permit further solicitation
and vote of proxies if it is determined by
Thunder Bridge that more time is necessary
or appropriate to approve the Warrant
Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
TIBERIUS ACQUISITION CORPORATION Agenda Number: 935114962
--------------------------------------------------------------------------------------------------------------------------
Security: 88633A107
Meeting Type: Annual
Meeting Date: 23-Dec-2019
Ticker: TIBR
ISIN: US88633A1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
C. Allen Bradley Mgmt For For
Senator E. B. Nelson Mgmt For For
John W. Hayden Mgmt For For
Michael Millhouse Mgmt For For
2. Ratification of the selection by the Audit Mgmt For For
committee of Marcum LLP to serve as the
Company's independent registered public
accounting firm for the year ending
December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
TIBERIUS ACQUISITION CORPORATION Agenda Number: 935132770
--------------------------------------------------------------------------------------------------------------------------
Security: 88633A107
Meeting Type: Special
Meeting Date: 13-Mar-2020
Ticker: TIBR
ISIN: US88633A1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve and adopt the Business Combination
Agreement, dated as of October 10, 2019, by
and among Tiberius Acquisition Corporation,
International General Insurance Holdings
Ltd., the other parties thereto and,
International General Insurance Holdings
Ltd., a Bermuda exempted company, and
Tiberius Merger Sub, Inc. & to approve
transactions contemplated thereby and the
performance by Tiberius Acquisition
Corporation of its obligations thereunder
("Business Combination").
2) The Incentive Compensation Proposal: To Mgmt For For
consider and vote upon a proposal to
approve the adoption of the 2020 Omnibus
Incentive Plan of International General
Insurance Holdings Ltd.
3) The Share Issuance Proposal: To consider Mgmt For For
and vote upon a proposal to approve, for
purposes of complying with applicable
NASDAQ Stock Market LLC listing rules, the
issuance of 20% or more of the issued and
outstanding shares of common stock of
Tiberius Acquisition Corporation in
financing transactions in connection with
the Business Combination.
4) The Adjournment Proposal: To consider and Mgmt For For
vote upon a proposal to adjourn the special
meeting of Tiberius stockholders to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies
if, based upon the tabulated vote at the
time of the special meeting, there are not
sufficient votes to approve the Business
Combination.
A) Intention to Exercise Redemption Rights: If Mgmt Take No Action
you intend to exercise your redemption
rights, please check 'For' box. Checking
'For' box, however, is not sufficient to
exercise your redemption rights. You must
comply with the procedures set forth in the
proxy statement/prospectus under the
heading "Special Meeting of Tiberius
Stockholders - Redemption Rights".
--------------------------------------------------------------------------------------------------------------------------
TIBERIUS ACQUISITION CORPORATION Agenda Number: 935140450
--------------------------------------------------------------------------------------------------------------------------
Security: 88633A107
Meeting Type: Special
Meeting Date: 19-Mar-2020
Ticker: TIBR
ISIN: US88633A1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Extension Amendment Proposal - To amend Mgmt For For
the amended and restated certificate of
incorporation of Tiberius Acquisition
Corporation ("Tiberius") to extend the date
by which Tiberius has to consummate a
business combination from March 20, 2020 to
April 20, 2020.
2) The Adjournment Proposal - To adjourn the Mgmt For For
special meeting of Tiberius stockholders to
a later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the special meeting, there
are not sufficient votes to approve the
Extension Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
TIFFANY & CO. Agenda Number: 935121347
--------------------------------------------------------------------------------------------------------------------------
Security: 886547108
Meeting Type: Special
Meeting Date: 04-Feb-2020
Ticker: TIF
ISIN: US8865471085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The merger proposal - To adopt the Mgmt For For
Agreement and Plan of Merger, dated as of
November 24, 2019, as it may be amended
from time to time (the "merger agreement"),
by and among Tiffany & Co. ("Company"),
LVMH Moet Hennessy-Louis Vuitton SE, a
societas Europaea (European company)
organized under laws of France ("Parent"),
Breakfast Holdings Acquisition Corp., a
Delaware corporation and an indirect wholly
owned subsidiary of Parent, & Breakfast
Acquisition Corp., a Delaware corporation
and a direct wholly owned subsidiary of
Holding ("Merger Sub").
2. The compensation proposal: To approve, by Mgmt For For
non-binding, advisory vote, certain
compensation arrangements for the Company's
named executive officers in connection with
the merger.
3. The adjournment proposal: To adjourn or Mgmt For For
postpone the special meeting, if necessary
or appropriate, to solicit additional
proxies if there are not sufficient votes
to approve the merger proposal described
above in Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
TIFFANY & CO. Agenda Number: 935187977
--------------------------------------------------------------------------------------------------------------------------
Security: 886547108
Meeting Type: Annual
Meeting Date: 01-Jun-2020
Ticker: TIF
ISIN: US8865471085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Alessandro Bogliolo Mgmt For For
1B. Election of Director: Rose Marie Bravo Mgmt For For
1C. Election of Director: Hafize Gaye Erkan Mgmt For For
1D. Election of Director: Roger N. Farah Mgmt For For
1E. Election of Director: Jane Hertzmark Hudis Mgmt For For
1F. Election of Director: Abby F. Kohnstamm Mgmt For For
1G. Election of Director: James E. Lillie Mgmt For For
1H. Election of Director: William A. Shutzer Mgmt For For
1I. Election of Director: Robert S. Singer Mgmt For For
1J. Election of Director: Annie Young-Scrivner Mgmt For For
2. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm to audit the Company's consolidated
financial statements for Fiscal 2020.
3. Approval, on an advisory basis, of the Mgmt For For
compensation paid to the Company's named
executive officers in Fiscal 2019.
--------------------------------------------------------------------------------------------------------------------------
TKK SYMPHONY ACQUISITION CORPORATION Agenda Number: 935115875
--------------------------------------------------------------------------------------------------------------------------
Security: G88950103
Meeting Type: Special
Meeting Date: 23-Dec-2019
Ticker: TKKS
ISIN: KYG889501030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the Business Combination, which
includes approval and adoption of the Share
Exchange Agreement, dated as of September
6, 2019, by and among the Company, TKK
Symphony Sponsor 1, Glory Star New Media
Group Limited ("Glory Star"), Glory Star
New Media (Beijing) Technology Co., Ltd.;
Xing Cui Can International Media (Beijing)
Co., Ltd.; Horgos Glory Star Media Co.,
Ltd. and each of the shareholders of the
Glory Star named on Annex I thereto, &
transactions contemplated thereby.
1A. Shareholder Certification - I hereby Mgmt Take No Action
certify that I am not acting in concert, or
as a "group" (as defined in Section 13(d)
(3) of the Securities Exchange Act of 1934,
as amended), with any other shareholder
with respect to the ordinary shares of the
Company owned by me in connection with the
proposed Business Combination between the
Company and Glory Star.
2. To consider and vote upon a proposal to Mgmt For For
amend the existing memorandum and articles
of association to change the Company's name
to "Glory Star New Media Group Holdings
Limited".
3. To consider and vote upon a proposal to Mgmt For For
amend the existing memorandum and articles
of association to change or remove certain
provisions related to the Company's status
as a blank check company.
4. To consider and vote upon a proposal to Mgmt For For
approve the proposed amended and restated
memorandum and articles of association to
make certain non-substantive changes.
5. DIRECTOR
James Heimowitz Mgmt For For
Stephen Markscheid Mgmt For For
Zhe Zhang Mgmt For For
6. To consider and vote upon a proposal to Mgmt For For
approve the issuance of more than 20% of
the Company's issued and outstanding
ordinary shares.
7. To consider and vote upon a proposal to Mgmt For For
approve and adopt the Glory Star New Media
Group Holdings Limited 2019 Equity
Incentive Plan.
8. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to adjourn the meeting
to a later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the meeting, there are not
sufficient votes to approve one or more
proposals presented to shareholders for
vote.
--------------------------------------------------------------------------------------------------------------------------
TOTAL SYSTEM SERVICES, INC. Agenda Number: 935066604
--------------------------------------------------------------------------------------------------------------------------
Security: 891906109
Meeting Type: Special
Meeting Date: 29-Aug-2019
Ticker: TSS
ISIN: US8919061098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Agreement and Plan of Mgmt For For
Merger, dated as of May 27, 2019 (as
amended from time to time, the "merger
agreement"), by and between Total System
Services, Inc. ("TSYS") and Global Payments
Inc. ("Global Payments") and the
transactions contemplated thereby,
including the merger of TSYS with and into
Global Payments (the "merger").
2. Approval, on an advisory (non-binding) Mgmt For For
basis, of the executive officer
compensation that will or may be paid to or
become payable to TSYS' named executive
officers in connection with the merger.
3. Approval, on an advisory (non-binding) Mgmt For For
basis, of an amendment to Global Payments'
articles of incorporation to declassify
Global Payments' board of directors and
provide for the annual election of
directors.
4. Approval of the adjournment of the TSYS Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes to approve
Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
TRIDENT ACQUISITIONS CORP Agenda Number: 935102119
--------------------------------------------------------------------------------------------------------------------------
Security: 89615T106
Meeting Type: Annual
Meeting Date: 26-Nov-2019
Ticker: TDAC
ISIN: US89615T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Vadim Komissarov Mgmt For For
Thomas Gallagher Mgmt For For
2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO EXTEND THE DATE BY WHICH
THE COMPANY HAS TO CONSUMMATE A BUSINESS
COMBINATION (THE "EXTENSION") FOR AN
ADDITIONAL 180 DAYS, TO MAY 29, 2020.
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
EXISTING INVESTMENT MANAGEMENT TRUST
AGREEMENT TO MAKE CHANGES NECESSARY TO
REFLECT THE EXTENSION.
4. RATIFICATION OF THE APPOINTMENT OF MARCUM Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
TRIDENT ACQUISITIONS CORP Agenda Number: 935222391
--------------------------------------------------------------------------------------------------------------------------
Security: 89615T106
Meeting Type: Special
Meeting Date: 28-May-2020
Ticker: TDAC
ISIN: US89615T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO EXTEND THE DATE BY WHICH
THE COMPANY HAS TO CONSUMMATE A BUSINESS
COMBINATION (THE "EXTENSION") FOR AN
ADDITIONAL THREE MONTHS.
2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
EXISTING INVESTMENT MANAGEMENT TRUST
AGREEMENT TO MAKE CHANGES NECESSARY TO
REFLECT THE EXTENSION.
--------------------------------------------------------------------------------------------------------------------------
TRINITY MERGER CORP Agenda Number: 935099021
--------------------------------------------------------------------------------------------------------------------------
Security: 89653L106
Meeting Type: Special
Meeting Date: 15-Nov-2019
Ticker: TMCX
ISIN: US89653L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment Proposal - To Mgmt For For
consider and vote on a proposal to amend
Trinity's amended and restated certificate
of incorporation to extend the date by
which Trinity has to consummate a business
combination from November 17, 2019 to
December 17, 2019.
1A. Intention to Exercise Redemption Rights. Mgmt Take No Action
Please indicate if you intend to exercise
your redemption rights. Selecting YES,
however, is not sufficient to exercise your
redemption rights. You must comply with the
procedures set forth in the definitive
proxy statement under the section entitled
"Special Meeting of Trinity
Stockholders-Redemption Rights."
1B. Stockholder Certification. I hereby certify Mgmt Take No Action
that I am not acting in concert, or as a
"group" as defined in Section 14(d)(3) of
the Securities Exchange Act of 1934, as
amended, with any other stockholder with
respect to the share of Class A common
stock of Trinity.
2. The Adjournment Proposal - To consider and Mgmt For For
vote on a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for, or otherwise in
connection with, the approval of one or
more proposals to be submitted for
stockholder approval at the Special
Meeting.
--------------------------------------------------------------------------------------------------------------------------
TWELVE SEAS INVESTMENT COMPANY Agenda Number: 935110724
--------------------------------------------------------------------------------------------------------------------------
Security: G9145A107
Meeting Type: Special
Meeting Date: 19-Dec-2019
Ticker: BROG
ISIN: KYG9145A1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to
approve and adopt the Business Combination
Agreement, dated as of April 15, 2019 (as
may be amended), by and among Twelve Seas
Investment Company, Brooge Holdings
Limited, Brooge Merger Sub, Brooge Petrolum
And Gas Investment Company FZE and the
other parties thereto, and the transactions
contemplated thereby (the "Business
Combination").
2) The Merger Proposal - To consider and vote Mgmt For For
upon a proposal to approve the merger of
Twelve Seas Investment Company with Brooge
Merger Sub Limited.
3) The Share Issuance Proposal - To consider Mgmt For For
and vote upon a proposal, if necessary, to
approve, for purposes of complying with
applicable NASDAQ Stock Market LLC listing
rules, the issuance of more than 20% of the
issued and outstanding ordinary shares of
Twelve Seas Investment Company in financing
transactions in connection with the
Business Combination.
4) The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to adjourn the
Extraordinary General Meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies
if, based upon the tabulated vote at the
time of the meeting, there are not
sufficient votes to approve the Business
Combination Proposal, the Merger Proposal
and the Share Issuance Proposal, as
applicable.
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 935080628
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Special
Meeting Date: 11-Oct-2019
Ticker: UTX
ISIN: US9130171096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the issuance of UTC common stock, Mgmt For For
par value $1.00 per share, to Raytheon
stockholders in connection with the merger
contemplated by the Agreement and Plan of
Merger, dated as of June 9, 2019, by and
among United Technologies Corporation,
Light Merger Sub Corp. and Raytheon Company
(the "UTC share issuance proposal").
2. Approve the adjournment of the UTC special Mgmt For For
meeting to a later date or dates, if
necessary or appropriate, to solicit
additional proxies in the event there are
not sufficient votes at the time of the UTC
special meeting to approve the UTC share
issuance proposal.
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 935142707
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 27-Apr-2020
Ticker: UTX
ISIN: US9130171096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Lloyd J. Austin III Mgmt No vote
1B. Election of Director: Gregory J. Hayes Mgmt No vote
1C. Election of Director: Marshall O. Larsen Mgmt No vote
1D. Election of Director: Robert K. (Kelly) Mgmt No vote
Ortberg
1E. Election of Director: Margaret L. Mgmt No vote
O'Sullivan
1F. Election of Director: Denise L. Ramos Mgmt No vote
1G. Election of Director: Fredric G. Reynolds Mgmt No vote
1H. Election of Director: Brian C. Rogers Mgmt No vote
2. Advisory Vote to Approve Executive Mgmt No vote
Compensation.
3. Appoint PricewaterhouseCoopers LLP to Serve Mgmt No vote
as Independent Auditor for 2020.
4. Shareowner Proposal regarding a Simple Shr No vote
Majority Vote Requirement.
5. Shareowner Proposal to Create a Committee Shr No vote
to Prepare a Report regarding the Impact of
Plant Closure on Communities and
Alternatives to Help Mitigate the Effects.
--------------------------------------------------------------------------------------------------------------------------
VECTOIQ ACQUISITION CORP. Agenda Number: 935198463
--------------------------------------------------------------------------------------------------------------------------
Security: 92243N103
Meeting Type: Special
Meeting Date: 12-May-2020
Ticker: VTIQ
ISIN: US92243N1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend VectoIQ's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") from May 18,
2020 to July 31, 2020, and permit holders
of public shares to redeem their shares for
their pro rata portion of the trust
account.
2. Adjournment of the Meeting: To adjourn the Mgmt For For
special meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve any of the foregoing
proposal.
--------------------------------------------------------------------------------------------------------------------------
VECTOIQ ACQUISITION CORP. Agenda Number: 935220905
--------------------------------------------------------------------------------------------------------------------------
Security: 92243N103
Meeting Type: Special
Meeting Date: 02-Jun-2020
Ticker: VTIQ
ISIN: US92243N1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve and adopt the Business Combination
Agreement, dated as of March 2, 2020 (as
may be amended from time to time, the
"Business Combination Agreement"), by and
among VectoIQ, Nikola Corporation
("Nikola") and VCTIQ Merger Sub Corp.
("Merger Sub"), and the transactions
contemplated thereby (the "Business
Combination").
2A. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To change VectoIQ's name to "Nikola
Corporation".
2B. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To increase the number of authorized shares
of VectoIQ Common Stock to 600,000,000 and
the number of authorized shares of
VectoIQ's preferred stock to 150,000,000
shares.
2C. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To approve the choice of forum provisions.
2D. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To include supermajority voting provisions.
2E. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To remove the provision renouncing the
corporate opportunity doctrine.
2F. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To revise the classification of the board
of directors from two classes with each of
the successors to be elected for a two-year
term to three classes with each of the
successors to be elected for a three-year
term.
2G. The Amendments to VectoIQ's Certificate of Mgmt For For
Incorporation Proposal - To approve the
amendment of VectoIQ's Amended and Restated
Certificate of Incorporation (the
"Charter") to be effective upon the
consummation of the Business Combination:
To approve all other changes to the
Charter, including without limitation the
elimination of certain provisions related
to VectoIQ's initial business combination
that will no longer be relevant following
the closing of the Business Combination.
3. DIRECTOR
Trevor R. Milton Mgmt For For
Mark A. Russell Mgmt For For
Stephen J. Girsky Mgmt For For
Sooyean Jin Mgmt For For
Michael L. Mansuetti Mgmt For For
Gerrit A. Marx Mgmt For For
Lonnie R. Stalsberg Mgmt For For
DeWitt C. Thompson V Mgmt For For
Jeffrey W. Ubben Mgmt For For
4. The Stock Incentive Plan Proposal - To Mgmt For For
approve and adopt the Nikola Corporation
2020 Stock Incentive Plan to be effective
after the closing of the Business
Combination.
5. The Nasdaq Proposal - To approve, in Mgmt For For
connection with the Business Combination,
for purposes of complying with applicable
listing rules of The Nasdaq Capital Market:
the issuance, pursuant to the Business
Combination Agreement, of 276,998,624
shares of VectoIQ Common Stock to the
Nikola stockholders; and the issuance, in a
private placement to be consummated
concurrently with the closing of the
Business Combination, of 52.5 million
shares of VectoIQ Common Stock to a number
of investors.
6. The Employee Stock Purchase Plan Proposal - Mgmt For For
To approve and adopt the Nikola Corporation
Employee Stock Purchase Plan to be
effective after the closing of the Business
Combination.
7. The Adjournment Proposal - To approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of the
Business Combination Proposal, the
Amendments to VectoIQ's Certificate of
Incorporation Proposal, the Election of
Directors Proposal, the Stock Incentive
Plan Proposal, the Nasdaq Proposal and the
Employee Stock Purchase Plan Proposal.
--------------------------------------------------------------------------------------------------------------------------
VIACOMCBS INC Agenda Number: 935181533
--------------------------------------------------------------------------------------------------------------------------
Security: 92556H206
Meeting Type: Annual
Meeting Date: 18-May-2020
Ticker: VIAC
ISIN: US92556H2067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THIS NOTICE WILL ENABLE YOU TO ACCESS Mgmt No vote
VIACOMCBS INC. PROXY MATERIALS FOR
INFORMATIONAL PURPOSES ONLY.
--------------------------------------------------------------------------------------------------------------------------
WAGEWORKS, INC. Agenda Number: 935067478
--------------------------------------------------------------------------------------------------------------------------
Security: 930427109
Meeting Type: Special
Meeting Date: 28-Aug-2019
Ticker: WAGE
ISIN: US9304271094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote on a proposal to adopt Mgmt For For
the Agreement and Plan of Merger, dated as
of June 26, 2019 by and among WageWorks,
Inc., a Delaware corporation, HealthEquity,
Inc., a Delaware corporation
("HealthEquity"), and Pacific Merger Sub
Inc., a Delaware corporation and a wholly
owned subsidiary of HealthEquity ("Merger
Sub"), pursuant to which Merger Sub will be
merged with and into WageWorks (the
"merger") and WageWorks will survive the
merger and become a wholly owned subsidiary
of HealthEquity.
2. To approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies if there are
insufficient votes at the time of the
special meeting to approve the proposal to
adopt the merger agreement.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, certain compensation that will or
may become payable to the named executive
officers of WageWorks in connection with
the merger.
--------------------------------------------------------------------------------------------------------------------------
WILLIS TOWERS WATSON PLC Agenda Number: 935190342
--------------------------------------------------------------------------------------------------------------------------
Security: G96629103
Meeting Type: Annual
Meeting Date: 10-Jun-2020
Ticker: WLTW
ISIN: IE00BDB6Q211
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Anna C. Catalano Mgmt For For
1B. Election of Director: Victor F. Ganzi Mgmt For For
1C. Election of Director: John J. Haley Mgmt For For
1D. Election of Director: Wendy E. Lane Mgmt For For
1E. Election of Director: Brendan R. O'Neill Mgmt For For
1F. Election of Director: Jaymin B. Patel Mgmt For For
1G. Election of Director: Linda D. Rabbitt Mgmt For For
1H. Election of Director: Paul D. Thomas Mgmt For For
1I. Election of Director: Wilhelm Zeller Mgmt For For
2. Ratify, on an advisory basis, the Mgmt For For
appointment of (i) Deloitte & Touche LLP to
audit our financial statements and (ii)
Deloitte Ireland LLP to audit our Irish
Statutory Accounts, and authorize, in a
binding vote, the Board, acting through the
Audit Committee, to fix the independent
auditors' remuneration.
3. Approve, on an advisory basis, the named Mgmt For For
executive officer compensation.
4. Renew the Board's existing authority to Mgmt For For
issue shares under Irish law.
5. Renew the Board's existing authority to opt Mgmt For For
out of statutory pre-emption rights under
Irish law.
--------------------------------------------------------------------------------------------------------------------------
WORLDPAY INC. Agenda Number: 935051982
--------------------------------------------------------------------------------------------------------------------------
Security: 981558109
Meeting Type: Special
Meeting Date: 24-Jul-2019
Ticker: WP
ISIN: US9815581098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt and approve the Agreement and Plan Mgmt For For
of Merger (the "merger agreement"), dated
March 17, 2019, by and among Worldpay, Inc.
("Worldpay"), Fidelity National Information
Services, Inc. and Wrangler Merger Sub,
Inc.
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation payments that will
or may be made to Worldpay's named
executive officers in connection with the
transaction contemplated by the merger
agreement.
3. To adjourn the Worldpay Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies in favor of the proposal
to adopt and approve the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
WRIGHT MEDICAL GROUP N V Agenda Number: 935164777
--------------------------------------------------------------------------------------------------------------------------
Security: N96617118
Meeting Type: Special
Meeting Date: 24-Apr-2020
Ticker: WMGI
ISIN: NL0011327523
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): Spencer
S. Stiles as executive director
1B. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): William
E. Berry, Jr. as non-executive director
1C. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): Dean H.
Bergy as non-executive director
1D. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): Jeanne
M. Blondia as non-executive director
1E. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): David
G. Furgason as non-executive director
2A. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Robert J.
Palmisano as executive director
2B. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): J. Patrick
Mackin as non-executive director
2C. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): John L. Miclot
as non-executive director
2D. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Kevin O'Boyle
as non-executive director
2E. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Amy S. Paul as
non-executive director
2F The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Richard F.
Wallman as non-executive director
2G. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Elizabeth H.
Weatherman as non-executive director
3. Granting of full and final discharge to Mgmt For For
each member of Wright's ...(due to space
limits, see proxy material for full
proposal).
4. Conditional approval of the sale, transfer Mgmt For For
and assumption of ...(due to space limits,
see proxy material for full proposal).
5. Conditional resolution to (i) dissolve Mgmt For For
Wright in accordance ...(due to space
limits, see proxy material for full
proposal).
6. Resolution to amend Wright's articles of Mgmt For For
association to fix the ...(due to space
limits, see proxy material for full
proposal).
7. Approval of the Mergers, including the Mgmt For For
entry into by Wright of ...(due to space
limits, see proxy material for full
proposal).
8. Resolution to amend Wright's articles of Mgmt For For
association to ...(due to space limits, see
proxy material for full proposal).
9A. Conditional resolution to: Convert Wright Mgmt For For
into a private company with limited
liability.
9B. Conditional resolution to: Amend Wright's Mgmt For For
articles of association.
10. Conditional resolution to amend Wright's Mgmt For For
articles of ...(due to space limits, see
proxy material for full proposal).
11. Conditional resolution to amend Wright's Mgmt For For
articles of ...(due to space limits, see
proxy material for full proposal).
12. To approve, by non-binding advisory vote, Mgmt For For
the compensation that ...(due to space
limits, see proxy material for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
WRIGHT MEDICAL GROUP N V Agenda Number: 935173788
--------------------------------------------------------------------------------------------------------------------------
Security: N96617118
Meeting Type: Special
Meeting Date: 24-Apr-2020
Ticker: WMGI
ISIN: NL0011327523
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): Spencer
S. Stiles as executive director
1B. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): William
E. Berry, Jr. as non-executive director
1C. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): Dean H.
Bergy as non-executive director
1D. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): Jeanne
M. Blondia as non-executive director
1E. The conditional appointment of Wright's Mgmt For For
board of director until Wright's second
annual general meeting after the Offer
Closing (agenda items 3(a) - 3(e)): David
G. Furgason as non-executive director
2A. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Robert J.
Palmisano as executive director
2B. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): J. Patrick
Mackin as non-executive director
2C. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): John L. Miclot
as non-executive director
2D. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Kevin O'Boyle
as non-executive director
2E. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Amy S. Paul as
non-executive director
2F The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Richard F.
Wallman as non-executive director
2G. The conditional acceptance of the Mgmt For For
resignation of Wright's board of director
(agenda items 4(a) - 4(g)): Elizabeth H.
Weatherman as non-executive director
3. Granting of full and final discharge to Mgmt For For
each member of Wright's ...(due to space
limits, see proxy material for full
proposal).
4. Conditional approval of the sale, transfer Mgmt For For
and assumption of ...(due to space limits,
see proxy material for full proposal).
5. Conditional resolution to (i) dissolve Mgmt For For
Wright in accordance ...(due to space
limits, see proxy material for full
proposal).
6. Resolution to amend Wright's articles of Mgmt For For
association to fix the ...(due to space
limits, see proxy material for full
proposal).
7. Approval of the Mergers, including the Mgmt For For
entry into by Wright of ...(due to space
limits, see proxy material for full
proposal).
8. Resolution to amend Wright's articles of Mgmt For For
association to ...(due to space limits, see
proxy material for full proposal).
9A. Conditional resolution to: Convert Wright Mgmt For For
into a private company with limited
liability.
9B. Conditional resolution to: Amend Wright's Mgmt For For
articles of association.
10. Conditional resolution to amend Wright's Mgmt For For
articles of ...(due to space limits, see
proxy material for full proposal).
11. Conditional resolution to amend Wright's Mgmt For For
articles of ...(due to space limits, see
proxy material for full proposal).
12. To approve, by non-binding advisory vote, Mgmt For For
the compensation that ...(due to space
limits, see proxy material for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
XPO LOGISTICS INC Agenda Number: 935197803
--------------------------------------------------------------------------------------------------------------------------
Security: 983793100
Meeting Type: Annual
Meeting Date: 14-May-2020
Ticker: XPO
ISIN: US9837931008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Bradley S. Jacobs Mgmt For For
1.2 Election of Director: Gena L. Ashe Mgmt For For
1.3 Election of Director: Marlene M. Colucci Mgmt For For
1.4 Election of Director: AnnaMaria DeSalva Mgmt For For
1.5 Election of Director: Michael G. Jesselson Mgmt For For
1.6 Election of Director: Adrian P. Kingshott Mgmt For For
1.7 Election of Director: Jason D. Papastavrou Mgmt For For
1.8 Election of Director: Oren G. Shaffer Mgmt For For
2. Ratification of independent auditors for Mgmt For For
fiscal year 2020.
3. Approval of amendment to the XPO Logistics, Mgmt For For
Inc. 2016 Omnibus Incentive Compensation
Plan.
4. Advisory vote to approve executive Mgmt For For
compensation.
5. Stockholder proposal regarding integration Shr Against For
of ESG metrics into executive compensation.
6. Stockholder proposal regarding appointment Shr Against For
of independent chairman of the board.
7. Stockholder proposal regarding ways to Shr Against For
strengthen the prevention of workplace
sexual harassment and align senior
executive compensation incentives.
8. Stockholder proposal regarding acceleration Shr Against For
of executive equity awards in the case of a
change of control.
--------------------------------------------------------------------------------------------------------------------------
ZAYO GROUP HOLDINGS INC Agenda Number: 935058556
--------------------------------------------------------------------------------------------------------------------------
Security: 98919V105
Meeting Type: Special
Meeting Date: 26-Jul-2019
Ticker: ZAYO
ISIN: US98919V1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the proposal to adopt the Mgmt For For
merger agreement.
2. The approval, on a non-binding advisory Mgmt For For
basis, of the golden parachute compensation
that will or may be received by the
Company's named executive officers in
connection with the merger.
3. The proposal to approve one or more Mgmt For For
adjournments of the special meeting, if
necessary or appropriate and permitted
under the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
ZAYO GROUP HOLDINGS INC Agenda Number: 935081555
--------------------------------------------------------------------------------------------------------------------------
Security: 98919V105
Meeting Type: Annual
Meeting Date: 05-Nov-2019
Ticker: ZAYO
ISIN: US98919V1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rick Connor Mgmt For For
Cathy Morris Mgmt For For
Emily White Mgmt For For
2. Ratification of KPMG LLP as the independent Mgmt For For
registered public accounting firm of Zayo
Group Holdings, Inc. for its fiscal year
ending June 30, 2020
3. Approve, on an advisory basis, executive Mgmt For For
compensation as disclosed in the proxy
statement.
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) The Merger Fund
By (Signature) /s/ Bruce Rubin
Name Bruce Rubin
Title Chief Compliance Officer
Date 08/24/2020